Baronsmead Venture Trust plc

Annual Report and Audited Financial Statements for the year ended 30 September 2025

2026 Baronsmead Shareholder event & Annual General Meetings (AGM)

Thursday 19 March 2026 Saddlers' Hall EC2V 6BR

10:00am Welcome reception

10:30am

Baronsmead Venture Trust presentation followed by Q&A

11:00am

Baronsmead Venture Trust AGM

11.30am

Manager's presentation

12.30pm

Break for lunch and refreshments

1.30pm

Baronsmead Second Venture Trust presentation followed by Q&A

2:00pm

Baronsmead Second Venture Trust AGM

The Notice of AGM will be posted to shareholders separately, and will include an explanation of the items to be considered. It will be uploaded to the Company's website in due course.

Please note the event will be in-person only

Investment policy and objective	2
About Baronsmead Venture Trust plc	3

01 Strategic report

Financial highlights 5

Performance summary 6

Chair's statement 7

Manager's review 11

Investments in the year 15

Realisations in the year 17

Ten largest investments 18

Principal risks and uncertainties 23

Environmental, Social & Governance (ESG) 25

Other matters 28

Directors' duties 32

02		04
Directors' report		Appendices
Board of Directors Directors' report Corporate governance	37 39 42	Cash returns to shareholders since launch Dividends paid since launch Full investment portfolio	93 95 97
Audit & Risk Committee report Nomination Committee report Directors' remuneration report Statement of Directors' responsibilities Independent auditor's report	47 51 54 60 61	Glossary 05 Information Shareholder information and contact details Corporate information	101 103 106
03 Financial Statements Income statement Statement of changes in equity Balance sheet Statement of cash flows	69 70 71 72
Notes to the financial statements	73

Example investments

Patchworks (unquoted)

Patchworks provides the software to integrate an ecommerce customer's front and back office operational systems, managing the flow of data across their entire business and providing data and analytics to power decision-making.

Diaceutics (quoted)

Diaceutics offers commercialisation solutions to the global pharmaceutical industry to support the launch of precision medicines, tailored to individuals.

Huddl Mobility Ltd (trading as CitySwift) (unquoted)

CitySwift is a software business that works with bus operators and local authorities to aggregate, cleanse and access insight from complex data sources from across their networks, enabling them to optimise schedules and unlock revenue generating or cost reduction opportunities.

Netcall (quoted)

Netcall is a leading provider of customer engagement and intelligent automation software-enabling organisations to implement digital transformation agendas and optimise customer experiences quickly and efficiently.

If you have sold or otherwise transferred all of your shares in Baronsmead Venture Trust plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was, or is being, effected, for delivery to the purchaser or transferee.

Investment policy and objective

Investment policy

Baronsmead Venture Trust plc's ("the Company") investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK, although many of these investees may have some trade overseas.

Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value and which will diversify the portfolio.

The Company will make investments in accordance with the prevailing VCT legislation which places restrictions, inter alia, on the type and age of investee companies as well as the maximum amount of investment that such investee companies may receive.

Investment securities

The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and permitted non-qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preference shares, while AIM-traded investments are primarily held in ordinary shares. No single investment may represent more than 15 per cent at the time of investment (by VCT value) of the Company's total investments.

Liquidity

Pending investment in VCT qualifying investments, the Company's cash and liquid funds are held in permitted non‑qualifying investments.

Investment style

Investments are selected in the expectation that the application of private equity disciplines, including active management of the investments, will enhance value and enable profits to be realised on the sale of investments.

Co-investment

The Company typically invests alongside Baronsmead Second Venture Trust plc in unquoted and quoted companies sourced by the Manager. Following the Manager's acquisition of the Gresham House VCTs in September 2021, the Company now also co-invests alongside the Gresham House VCTs in new unquoted VCT qualifying investments. All new qualifying AIM dealflow will continue to be exclusively allocated between the Company and Baronsmead Second Venture Trust plc.

As detailed in the Management retention section of the Strategic Report on page 30, the Manager's staff and portfolio consultants are entitled to invest in unquoted investments alongside the Company. This arrangement is in line with current practice of private equity houses and its objective is to attract, recruit, retain and incentivise the Manager's team and is made on terms which align the interests of shareholders and the Manager.

Borrowing powers

Should it be required, the Company's policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent of the Company's gross assets, as permitted by the Company's Articles of Association.

Investment objective

The Company is a tax efficient listed company which aims to achieve long‑term positive investment returns for private investors, including tax-free dividends.

Dividend policy

The Board will decide the annual dividends each year and the level of the dividends will depend on investment performance, the level of realised returns and available liquidity. The dividend policy guidelines below are not binding and the Board retains the ability to pay higher or lower dividends relevant to prevailing circumstances and actual realisations. However, the Board confirms the following two guidelines that shape its dividend policy:

The Board will, wherever possible, seek to pay two dividends to shareholders in each calendar year, typically an interim in September and a final dividend following the AGM in February/March; and
The Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent of the opening Net Asset Value of that financial year.

About Baronsmead Venture Trust plc

Key elements of the business model

Access to an attractive, diverse portfolio

The Company gives shareholders access to a diverse portfolio of growth businesses.

The Company will make investments in growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK in accordance with the prevailing VCT legislation. Investments are made selectively across a range of sectors.

The Company invests alongside other VCTs managed or advised by Gresham House enabling the pooling of capital to create a larger, more meaningful shareholding in the target company. This collective investment not only strengthens the financial support available to the business but also enhances the Manager's ability to influence strategic direction through greater board representation and voting power. It also typically enables more constructive engagement with management, improved governance oversight, and a clearer alignment of interests, ultimately supporting stronger long-term outcomes for both investors and the company.

The Manager's approach to investing

Gresham House Asset Management Ltd ("the Manager") endeavours to select the best opportunities and applies a distinctive selection criteria based on:

Primarily investing in parts of the economy which are experiencing long term structural growth.
Businesses that demonstrate, or have the potential for, market leadership in their niche.
Management teams that can develop and deliver profitable and sustainable growth.
Companies with the potential to become an attractive asset appealing to a range of buyers at the appropriate time to sell.

In order to ensure a strong pipeline of opportunities, the Manager invests in building deep sector knowledge and networks and undertakes significant proactive marketing to target companies in preferred sectors. This approach generates a network of potentially suitable businesses with which the Manager maintains a relationship ahead of possible investment opportunities.

The Manager as an influential shareholder

The Manager is an engaged and supportive shareholder (on behalf of the Company) in both unquoted and significant quoted investments.

For unquoted investments, representatives of the Manager often join the investee board.

The role of the Manager with investees is to ensure that strategy is clear, the business plan can be implemented and the management resources are in place to deliver profitable growth. The intention is to build on the business model and grow the company into an attractive target which can be sold or potentially floated in the medium term.

A more detailed explanation of how the business model is applied is provided in the Other Matters section of the Strategic Report on pages 28 to 31.

01 Strategic report - Financial highlights report

03 Financial Statements 04 Appendices 05 Information

Net Asset Value total return1,4 (as at 30 September 2025)

428.5p

2024: 421.5p

Net Asset Value ("NAV") total return to shareholders for every 100.0p invested at launch (April 1998).

Net Investments1,3 (12 months to 30 September 2025)

£10.1mn

2024: £13.0mn

Unquoted: £9.3mn | Quoted: £0.8mn 6 new and 14 follow-on investments in 19 companies

Increase in Net Asset Value per share1,2 (12 months to 30 September 2025)

+1.5%

2024: +6.9%

NAV per share increased 1.5 per cent to 53.6p, before the deduction of dividends, for the financial year ended 30 September 2025

Realisation proceeds and gain (12 months to 30 September 2025)

Proceeds:

£11.4mn

2024: £7.6mn

Gain:

£1.6mn

2024: £3.7mn

Annual tax free dividend yield1 (12 months to 30 September 2025)

7.1%

2024: 7.1%

Annual tax free dividend yield based on 3.75p dividends paid (including proposed final dividend of 2.00p) and opening NAV of 52.8p

Net assets under management (as at 30 September 2025)

£216.7mn

2024: £212.2mn

1. Alternative Performance Measures ("APM")/Key Performance Indicators ("KPIs") please refer to glossary on page 101 for definitions.
1. Please refer to table on page 7 for breakdown of NAV per share movement.
1. Investments into unquoted and AIM investments only.
1. AIC methodology: The net asst value total return to the investor, including the original amount invested (rebased to 100) from launch, assuming that dividends paid were reinvested at the NAV of the Company at the time the shares were quoted ex-dividend.

Performance summary

NAV and cumulative dividends per share*

The graph below shows the VCT Net Asset Value (NAV) per share plus cumulative dividends paid since inception.

Total net assets

Cash Returned to Shareholders

The chart below shows cash returned to shareholders based on the subscription price and the income tax reclaimed on subscription based on £10,000 invested at allotment.

Cash invested is the first allotment price for each offer. Shares were allotted pursuant to the offers at individual prices for each investor in accordance with the allotment formula as set out in each Offer's Securities Note. (See table in appendix showing Cash and returns to shareholders since the launch).

Source: Gresham House Asset Management Ltd

^* The figures shown in this graph exclude reinvesting dividends; income received is assumed to be taken as cash and not compounded. Reinvestment of all dividends from inception would produce the compounded NAV Total Return of 428.5p reported in the Financial highlights.

^** Includes proposed final dividend of 2.0p.

Introduction

I am pleased to report a second successive year of headline growth in the Company's Net Asset Value ('NAV'), despite the significant loss of value at the interim stage. This was as a result of an increase in the value of the unquoted portfolio and a recovery in the value of the AIM listed portfolio in the second half of the year.

The Company's NAV per share increased by 0.78p (an increase of 1.5 per cent), from 52.84p to 53.62p, over the twelve months to 30 September 2025. This is before accounting for the interim dividend of 1.75p per share paid on 8 September 2025.

The Board has declared a final dividend of 2.0p per share payable in March 2026, subject to shareholder approval. When combined with the interim dividend of 1.75p paid in September 2025, the yield on the Company's shares will have been 7.1 per cent, in accordance with the Company's dividend policy.

Listening to shareholders

Although we are encouraged by this second year of growth in Net Asset Value and the exit activity set out later in this report, the Board recognises that there needs to be a sustained improvement in investment performance to recover the loss of value suffered in previous years. To that end, during the year, the Boards of both Baronsmead VCTs have been working with the Manager to agree a range of strategic and operational performance indicators which we will use to continually hold the Manager accountable. Further details are provided Report of the Management Engagement and Remuneration Committee on pages 54 to 59. We will report on progress against these performance indicators in future reports.

The Board is also attuned to shareholder concerns on fees, particularly performance fees, across the broad VCT sector. In the case of performance fees, no such fees have been paid by BVT in this period and were such fees to become payable by the Company in future periods, any performance fee is capped at 5 per cent of NAV.

Budget

In her Budget Statement of 26 November 2025, the Chancellor announced a significant expansion of the Enterprise Investment Scheme ('EIS') and Venture Capital Trust ('VCT') investment limits. She also announced a reduction in the upfront tax relief available on investments in new VCT shares from 30 per cent to 20 per cent. These changes are due to come into effect from 6 April 2026 and are described in more detail below. We welcome the expansion of the investment limits which will mean more companies will benefit from EIS and VCT investment and will also allow VCTs to follow on more of their investments for longer. However, it remains to be seen how much the reduction in the upfront tax relief constrains the VCT industry's ability to raise new funds and benefit from the expansion of the investment limits.

Results

The Company's Net Asset Value per share decreased by 3.4p per share in the six-month period to 31 March 2025, before rebounding and increasing 4.2p per share in the six months to 30 September 2025. This performance reflects the difficulties faced by smaller UK companies given the continued fragility of the UK macroeconomic environment as well as uncertainties that followed the announcement of President Trump's 'Liberation Day' tariffs at the beginning of April earlier this year.

The increase in the Company's Net Asset Value is primarily attributable to the positive performance of its unquoted investment portfolio, which increased 6.6 per cent in value during the second half of the period. Having decreased in value by 12.8 per cent at the interim stage, the Company's AIM listed portfolio also recovered significantly in the second half of the period recording a decrease of 1.9 per cent over the year.

01 Strategic report - Chair's statement

03 Financial Statements 04 Appendices 05 Information

The table below shows the movement in Net Asset Value over the year.

	Pence per ordinary
	share
NAV as at 1 October 2024 (after final dividend)	52.84
Valuation increase (1.5 per cent)	0.78
NAV as at 30 September 2025 before dividends	53.62
Less: Interim dividend paid on 8 September 2025	(1.75)
Proposed final dividend of 2.0p payable, after shareholder approval
on 24 March 2026	(2.00)
Illustrative NAV as at 30 September 2025 after proposed dividend	49.87

The final dividend is payable on 24 March 2026, subject to shareholder approval

Portfolio Review

At 30 September 2025, the Company's AIM listed and unquoted investment portfolios were valued at £118.1 million and comprised a diverse portfolio of 44 direct investments in AIM-listed companies and 39 direct investments in unquoted companies.

The Company's investments in three Gresham House Equity Funds were valued at £65.5 million at 30 September. During the year, the Company invested £5.0 million in Strategic Equity Capital plc, a UK smaller companies focused Investment Trust also managed by Gresham House. More information is available in the Manager's review on pages 11 to 14. These four investments provide further diversity through indirect investments in an additional 79 companies.

The performance on the unquoted portfolio has improved in the last twelve months which included the successful divestment from Panthera Biopartners, where the Company received proceeds of £9.5 million and a 3x money multiple on cost, and there are a number of further potential exits being negotiated by the Company's Manager. Despite difficult trading conditions the Company's unquoted investment portfolio increased 6.6 per cent.

The Company's portfolio of AIM-listed and other listed investments decreased by 1.9 per cent during the year. This compares to the FTSE AIM All Share Index which increased by 5.8 per cent over the same period. However, as noted above there was a significant recovery in the value of this portfolio in the second half of the period with significant gains in

The Property Franchise Group plc and Netcall plc. The Manager's review on pages 11 to 14 provides more detail.

Investments and Divestments

Your Board is once again pleased to report that the Manager continues to see attractive opportunities for investment. During the year, the Company deployed a total of £10.1 million in 19 companies with £5.2 million being invested in new portfolio companies and £4.9 million in follow-on investments. Further details of these investments are included in the Manager's review on pages 11 to 14 but highlights include:

£1.6 million invested in Nu Quantum, a developer of quantum networking hardware that is used to scale quantum computing systems by interconnecting multiple quantum processors
£1.2 million invested in Much Better Adventures which is an online travel operator specialising in creating 'unique' adventure trips for travellers

As we have communicated to shareholders previously, the requirement to make investments in earlier stage companies may result in the need for multiple funding rounds and greater volatility of returns over time. However, the more mature, established portfolio of existing investments in both quoted and unquoted companies should assist in sustaining returns and dividends

for shareholders as the new portfolio develops and grows.

As well as the divestment of Panthera in the unquoted portfolio mentioned above, the Company also successfully exited Inspired plc in the AIM portfolio, receiving proceeds of £1.5 million and a 2.6x money multiple on cost. We recognise that we will need more successes like Panthera and have been challenging the Manager to deliver more successful realisations in the coming year.

Dividends

The Board is pleased to declare a final dividend of 2.00p per share for the year to 30 September 2025. This will be payable on 24 March 2026, subject to shareholder approval. An interim dividend of 1.75p per share was paid in September and means that the total dividends for the year are 3.75p. Thus, once again, the Board is pleased to have paid or declared dividends representing a yield 7.1 per cent yield based on the opening Net Asset Value of 52.8p, in line with its dividend policy objective.

Following a review of dividend payment practices, the Board is considering phasing out the payment of dividends by cheque. Should this occur, a phased transition will take place and shareholders who receive their dividends by cheque will receive communications from the Company's Registrar, City Partnership (UK) Ltd, on the process for transitioning to bank payments.

Principal Risks and Uncertainties

The Company faces a number of risks and uncertainties including macroeconomic and geopolitical uncertainties. The outlook for the UK economy in particular as well as factors influencing the global economy including political uncertainties and armed conflicts can influence UK government policies, corporate spending and investment plans and consumer confidence. These factors provide a significant source of risk for our existing investment portfolio as well as the number and quality of future investment opportunities for future. The Company seeks to mitigate these risks by investing in a diverse portfolio of VCT qualifying companies which operate in different sectors and which have different stages of maturity. Further detail on the Risks and Uncertainties faced by the Company are set out on pages 23 to 24.

FCA regulations – Private Markets Valuation Practices review

The Company's portfolio valuation methodology has continued to be applied consistently and in line with IPEV guidelines. The Board regularly considers comparable performance of other VCTs as well as strategic and regulatory announcements which may impact the wider VCT market. The Board and Gresham House noted the findings of the FCA's Private Markets Valuation Practices review issued in

March 2025. Following this, Gresham House undertook a review of valuation practices applied to the VCTs portfolio of investments, the results of which were presented to the Board for review. The Board was assured by the results of the internal review noting that overall Gresham House demonstrated a sound and well‑structured valuation process, underpinned by professional judgement and appropriate external assurance. Gresham House also took the opportunity to implement some minor enhancements to align more closely with the FCA's recommendations.

Autumn Budget 2025

The government is increasing the EIS and VCT limits as follows to allow investors to follow-on as companies grow beyond the start-up phase:

a. double the annual VCT and EIS company investment limit to £10 million, and £20 million for Knowledge Intensive Companies (KICs);
b. double the lifetime company investment limit to £24 million, and £40 million for KICs; and
c. the gross assets test will increase to £30 million before share issue, and £35 million after.

To 'better balance' the amount of upfront tax relief offered by VCTs compared to the EIS, the government is reducing the upfront VCT Income Tax relief from 30 per cent to 20 per cent. However, with the proposed 2 per cent increase in the tax

on dividends, we note that the value of tax-free dividends to VCT shareholders is enhanced. Over the medium to longer term this will lessen the impact of the reduction in upfront income tax relief.

These changes are due to come into effect from 6 April 2026 through the 2025/2026 Finance Bill.

Fundraising & Share price discount management

The Company has established various policies aimed at providing shareholders long-term investment returns as well as financial planning opportunities. These include the Company's dividend policy as noted above, the share price discount management and associated share buy-back policies as well as regular new fundraisings.

Fundraising

The Company successfully raised £25 million during the year. We would like to extend thanks to our existing shareholders for their continued support, and we warmly welcome our new shareholders.

Following this, on 4 September 2025, the Company announced its intention to fundraise an additional £15 million in new funds in the 2025/26 tax year with an additional £10 million over allotment facility in a joint offer for subscription alongside our sister VCT, Baronsmead Second Venture Trust plc. The first allotment was on 20 November 2025 and raised £5.0 million,

with further allotments due in January, February and April 2026.

Share price discount and buy back policies

The Board intends to continue with the policy of seeking to maintain a share price discount to NAV of 5 per cent, and to buy back shares at that level from time to time with the objective of maintaining liquidity in the market for its existing shares. To that end it will also sell shares out of Treasury in certain circumstances. The day-to-day management of these policies is undertaken by the Manager on behalf of the Board and are subject to the prevailing market circumstances, and on the basis that the Company has adequate resources to make new and follow-on investments and pay dividends to shareholders. More details regarding the number of shares bought in and out of Treasury during the year can be found in the Director's report on page 39.

Annual General Meeting ("AGM")

The Company intends to hold the next AGM on 19 March 2026. Shareholders are invited to attend the Baronsmead Venture Trust plc AGM at 10.30am which will be followed by the Manager's presentation at 11.30am, which will include case studies as well as a Q&A session. This will be followed by lunch.

Investment policy and objective

03 Financial Statements 04 Appendices 05 Information

About Baronsmead Venture Trust plc

01 Strategic report 02 Directors' report

01 Strategic report - Chair's statement

This year's AGM will again provide shareholders opportunities to engage with the Board and the Manager and I would encourage as many shareholders as possible to attend. Please see the inside cover for more details and how to register. Registration details will also be included in the Notice of AGM and on the Baronsmead Venture Trust website.

Outlook

The risks to the global economy continue to be exacerbated by geopolitical instability and the unpredictability of the US Government's tariff policy. Confidence remains subdued, businesses have become more cautious, and neither is expected to improve quickly, given the UK's fiscal and political challenges.

The unquoted portfolio companies, which are predominantly young and early-stage in nature, may feel the impacts of any further economic disruption more than their more mature counterparts. The Board has also been encouraged by the focus of the newly recruited head of the Portfolio Team on value creation and exit strategies for portfolio companies. The Board is hopeful that the portfolio performance will continue to improve.

Past experience of investing throughout the cycle, provided that appropriate targets can be sourced, suggests that this volatile period could also provide an opportunity for the Company to source and make high quality investments whilst building strategic stakes in existing portfolio businesses with significant potential for the future.

The Manager continues to identify pockets of innovation and technological development such as Fintech, AI, digital health and quantum computing technology.

Following a somewhat subdued exit environment in recent years there are positive signs of increased acquisitions activity. The Board welcomes the increase in exit activity but remains conscious that the evergreen nature of VCTs requires patient strategic choices to be made by the Manager to ensure that long-term shareholder value is maximised.

The Board also welcomes the expansion of the VCT investment limits due to come into effect from 6 April 2026. Over the coming years these changes will allow the Company to continue to support portfolio companies for longer and benefit from the increase in their value generated by earlier rounds of investment. Less welcome is the reduction in the upfront income tax relief available to investors in new VCT shares, which may present some challenges for the Company's ability to raise new funds in the future. However, our current fundraising, future realisations and access to capital through our investments in the various Gresham House Equity Funds provide us with an opportunity for attractive investment and future value for our shareholders.

Fiona Miller Smith

Chair

22 December 2025

Case Study: Realisation of Panthera Biopartners Limited

In September 2020, Gresham House Ventures made its first investment into site management organisation, Panthera Biopartners.

Panthera operates its own network of dedicated clinical trial research sites, supporting patient recruitment, management and reporting for clinical research organisations, pharma and biotech companies. Patient recruitment and retention is fundamental to trial success yet is a major pain point for providers with c.80% of trials missing enrolment timelines and estimated by experts* to cost as much as \$8mn a day in lost revenue for a blockbuster drug. Panthera addresses this challenge by delivering faster, more reliable patient enrolment and trial delivery.

Gresham has supported the company over several funding rounds and helped augment the executive team with key hires including CFO, CIO and Patient Engagement and Marketing Director. We leveraged our strong understanding of the market and business model to improve operational execution through developing management information, as well as leveraging technology, helping share our industry knowledge to better inform Panthera's digital strategy and introduce them to other tech innovators in the sector.

During our investment period the company has grown rapidly from two to five operational sites, plus two affiliate sites in Sweden, becoming the UK's largest Site Management Organisation for commercial clinical trials. The company has seen exceptional revenue and EBITDA growth – with revenue growing over 75-fold since our initial investment in 2020 and by over 200% since 2022, moving the business to profitability and to being highly cash generative. In August 2025, Gresham exited to private equity investor, LDC, realizing proceeds of £9.5mn and making a return of 3.1x cost and an IRR of 40.3 per cent.

* https://www.mesm.com/blog/tips-to-help-you-avoid-costly-clinical-research-delays/

Manager's review

Ken Wotton Managing Director, Public Equity

Trevor Hope Managing Director & Chief Investment Officer, VCTs

Clive Austin Chair of the Portfolio Valuations Committee

Jens Düing Head of Portfolio

Marieke Christmann Portfolio Director

Tania Hayes Chief Operating Officer, Strategic Equity

The evolving macroeconomic landscape has continued to present challenges for the types of businesses eligible for VCT investment. The imposition of US trade tariffs along with the increase in Employers' National Insurance introduced by the UK Government during the year and the later than expected UK budget all placed additional cost pressures on portfolio companies, particularly in the second half. Despite these headwinds, it is encouraging that the portfolio, which is well diversified, with exposure to over 160 quoted and unquoted companies, has delivered an increase in Net Asset Value total return of 1.5 per cent over the year.

Portfolio review

Overview

The net assets of £217 million were invested as follows:

			Number of
Asset class	NAV (£mn)	% of NAV*	investees companies	% return in the year**
Unquoted	54	25	39	7
AIM-traded companies	64	30	44	(2)
Collective Investment Vehicles***	70	32	79	5
Liquid assets#	29	13	N/A	4
Total	217	100	162	1

^* By value as at 30 September 2025.

The tables on pages 15 to 16 show the breakdown of new investments and realisations over the course of the year and below is a commentary on some of the key highlights in both the unquoted and quoted portfolios.

Investment activity – Unquoted and Quoted

The Company's investment strategy is primarily focused on companies operating in parts of the economy that we believe are benefiting from long-term structural growth trends and in sectors where we have deep expertise and network. The amount of capital invested in each business is matched to the scale, maturity and underlying risk profile of the company seeking investment.

During the year, there were 20 investments into 19 companies totalling £10.1 million. There were 6 new additions to the portfolio and 14 follow-on investments made.

^** Includes investee companies with holdings by more than one fund.

^*** Excludes OEICs and investee companies with holdings by more than one fund.

^# Represents cash, OEICs and net current assets. % return in the period relates only to the cash liquidity funds.

01 Strategic report 02 Directors' report

42%

01 Strategic report - Manager's review

Six new unquoted investments were completed during the year totalling £5.2 million.

Mobility Mojo is a disability access assessment platform
Gentianes Solutions Ltd (trading as Much Better Adventures) is an online travel operator specialising in creating unique 'adventure' group trips
Penfold Savings is a pension platform providing the infrastructure and backend administration for customers to manage and consolidate their pensions
Nu Quantum is a developer of quantum networking hardware that is used to scale quantum computing systems by interconnecting multiple quantum processors
Spinners Group is a multi venue competitive socialising company, offering customers activities such as darts, bowling and clay shooting alongside food and drink
Modo25 Limited (trading as AskBosco) is a digital advertising agency and AI‑powered software platform

There were no new quoted investments completed during the year.

The Company made fourteen additional investments totalling £4.9 million into thirteen existing portfolio companies, 10 unquoted and 3 quoted, across the year. This is consistent with the investment strategy of continuing to back our high potential assets with further capital to support future growth. We anticipate the level of

Panthera Biopartners and CitySwift were the two investments that made the biggest positive contributions

in the year. Panthera is a provider of recruitment services for clinical trials and was divested in full during the year following an M&A process, receiving £9.5 million and a money multiple on cost of 3.1x. CitySwift is a SaaS platform for bus operators and local authorities. The company secured significant new contracts during the year, including one with Transport for London (TfL), and continued to demonstrate consistent growth in earnings and cash flow.

Less than 1 year

follow-on investment will continue to grow as the earlier stage portfolio continues to mature.

Unquoted Portfolio

Performance

The unquoted portfolio increased in value by 6.6 per cent during the year demonstrating resilience and achieving

^* Direct investments only, not held by the Collective Investment Vehicles.

^** Investments made prior to the VCT rule change that took effect from 18 November 2015.

01 Strategic report - Manager's review

The largest detractors from performance were TravelLocal and Orri. TravelLocal struggled with challenges from macroeconomic pressures and emerging AI-driven disruption within the travel sector. Orri underwent a period of operational and structural change, focusing on stabilisation and cost control in an attempt to build a path toward sustainable recovery.

As Investment Manager we remain highly engaged with the management teams within the portfolio, sharing insight and best practice to help them both manage risk and spot opportunities in a quickly changing environment. We have continued to invest in our portfolio and in-house talent teams, which alongside our extensive network of earlier stage, high growth company experts, ensure we are well positioned to help the companies we invest in to navigate the challenges they face whilst also continuing to develop and scale.

Divestments

Other than Panthera Biopartners, there were no other unquoted realisations during the year. Our investments in Cisiv and Silkfred were written off at the end of the year. The value of these investments had decreased in previous years so the incremental impact to Net Asset Value per share during the period was immaterial. In addition, our investments in Azarc and Mable Therapy were also written off at the year end. A portion of the value of these investments had also decreased in previous years. As is the nature of risk with growth capital investing, the business models of these companies proved not to be sufficiently viable in the current economic environment.

Quoted Portfolio (AIM-traded investments)

Performance

Disappointingly, the quoted portfolio decreased 1.9 per cent during the year, reflecting the ongoing elevated levels of geopolitical and macroeconomic uncertainty in the markets but specifically reflected the impact of a de-rating of the largest AIM investment Cerillion. For reference the AIM market in the UK increased 5.8 per cent over the same period.

The largest detractors from performance were Cerillion and Bioventix. Cerillion, the VCTs largest investment (8 per cent of Net Asset Value), suffered from share price weakness as a result of the CEO, Louis Hall, tendering a portion of his personal shareholding at a significant discount to the prevailing share price during the year. Mr Hall continues to hold a considerable shareholding (20.12 per cent) and the placing was significantly oversubscribed with strong institutional support. The fundamental performance of the business remains strong with substantial contract win momentum delivered during the year

and the Manager remains confident in the long-term outlook. Bioventix suffered from share price weakness during the year driven by disappointing earnings as a result of their core business facing challenges in downstream markets, particularly in China.

The largest positive contributors to performance were Netcall and Property Franchise Group. Netcall continued to execute successfully on its transition to a cloud-based business model, with cloud services revenue and annual contract value both rising strongly. Property Franchise Group, a property management, sales, real estate investment and other related services company also performed positively during the year posting record first half results in 2025.

Overall, the AIM portfolio remains in good financial health with the portfolio delivering positive returns excluding the impact of Cerillion. We continue to closely monitor our AIM portfolio with a rolling programme of reviews of top AIM holdings and continue to be positive on the long-term investment prospects of the majority of these companies. Many of the larger quoted investments have been long-term holdings. These companies are typically profitable, cash generative businesses with low levels of financial gearing and continue to have attractive long-term growth prospects.

Divestments

There were two full realisations of note during the year, both corporate actions, in Inspired and Science in Sport. Inspired accepted an all-cash takeover offer from HGGC LLC. The Company received proceeds of £1.5 million representing a 2.6x money multiple on cost. This represented a good outcome for Baronsmead shareholders and demonstrated the effectiveness of the Manager's proactive engaged investment strategy which through its combined large shareholding, strong non-executive board and retained corporate finance advisers were able to defend against an unwanted hostile takeover approach attracting an alternative buyer at a much enhanced price. Science in Sport was taken over by Einstein Bidco, with the Company receiving £0.2 million representing a 0.6x money multiple on cost.

Our investment in Totally plc, a health care services provider, was written off during the year following its delisting. The majority of the value of this investment had decreased in previous years. Our investment in Crossword Cybersecurity, a provider of cybersecurity solutions, has been substantially written down during the period. The investment consisted of equity shares and a convertible loan note. The equity shares were written off during the year when the company entered into administration in November 2024. The convertible loan investment has prudently been fully provided for although there remains potential for some value recovery in due course through the administration process.

01 Strategic report - Manager's review

03 Financial Statements 04 Appendices 05 Information

Collective investment vehicles

The Company's investments in the WS Gresham House UK Micro Cap Fund ("Micro Cap"), WS Gresham House UK Multi Cap Income Fund ("Multi Cap") and WS Gresham House UK Smaller Companies Fund ("Small Cap") remain a core component of the Company's portfolio construction. These investments provide shareholders with additional diversification through exposure to an additional 79 underlying companies, as well as access to the potential returns available from a larger and more established group of companies that fall within the Manager's core area of expertise.

Over the year, Small Cap and Micro Cap delivered positive returns of 3.2 per cent and 9.5 per cent respectively, compared to the IA UK Smaller Companies sector which returned 2.5 per cent. Multi Cap delivered a positive return of 2.3 per cent, compared to the IA UK Equity Income sector which returned 10.7 per cent. The long-term absolute and relative returns from each fund remain strong although Multi Cap has lagged its sector in recent years largely due to its small cap positioning during a period when larger cap UK companies have outperformed their smaller peers materially.

During the final quarter of the year, the Company invested in Strategic Equity Capital plc ("SEC"), a UK smaller companies focused Investment Trust managed by Gresham House. SEC is actively managed and maintains a highly-concentrated portfolio of 15-25 high-quality, dynamic

UK smaller companies, each operating in a niche market offering structural growth opportunities. The Company invested £5 million at an average 7 per cent discount to the prevailing Net Asset Value, after all potential conflicts had been assessed and cleared by the Manager's Conflicts Committee and reviewed by the Board. The company's share price was down 5 per cent since investment, and the discount widened to 13.3 per cent, as a result of the announcement of a tender offer for up to 100 per cent of its issued share capital. Its Net Asset Value Total Return for the quarter was up 6.6 per cent significantly outperforming the FTSE Small Cap Index (ex Investment Trusts) which decreased 0.1 per cent. This share price discount has since recovered to 6.6 per cent in early December following the successful conclusion of the tender offer process post period end.

Liquid assets (cash and near cash)

The Company had cash and liquidity OEICs of approximately £26.6 million at the year-end. This asset class is conservatively managed to take minimal or no capital risk. The average 7 day yield on the liquidity OEICs was c3.9 per cent at the end of the year.

Budget

The Government's decision to increase VCT investment limits provides the VCT with greater capacity to support portfolio companies at later stages of their development. This enables us to follow high-performing businesses further on their growth journey while maintaining appropriate portfolio balance. Although the reduction in upfront income tax relief to 20% from April 2026 may influence investor behaviour in future fundraising cycles, it does not affect the fundamentals of our investment strategy. We remain focused on identifying and backing scalable, high-growth companies where additional capital can accelerate value creation and deliver attractive long-term returns for shareholders.

Outlook

Macroeconomic uncertainty will continue to impact all sectors and businesses to varying degrees. The UK economy remains sluggish with little improvement evidenced during the latter half of the year. However, Gresham House continues to believe this will present attractive opportunities for your Company which, by its evergreen nature, has the advantage of being able to take a longer-term view of both new and portfolio follow-on investments. Pockets of innovation exist and technological developments such as fintech, AI, digital health and quantum computing technology are sectors which Gresham House believe will present growth opportunities for company equity value and investor returns. The Company's portfolio contains investments in these areas and Gresham House will continue to pursue additional opportunities supporting high quality

management teams who have a deep appreciation of their industries.

The knowledge and experience of our dedicated investment team will be increasingly important for the foreseeable future as they support their portfolio management teams in times of uncertain markets. In this respect, Gresham House is well placed by having one of the largest and most experienced teams in the industry. Despite this knowledge pool, the Manager is acutely aware of the evolving risk profile of the pool of potential high quality VCT investments which are increasingly commanding higher entry prices. Experience has shown that successful growth capital investments can have longer hold periods, whilst failures can materialise sooner impacting performance in the medium-term.

Nevertheless, the portfolio as a whole remains well funded and is exhibiting resilience. The varied portfolio, as a result of the hybrid nature of the investment strategy, across a wide range of sectors, positions the Company to take advantage of the long-term investment horizon of VCTs and affords Gresham House the ability to choose the optimal time to exit an investment to maximise shareholder value.

Gresham House Asset Management Ltd

Investment Manager

22 December 2025

Company	Location	Sector	Activity	Book cost £'000
New
Unquoted investments
Nu Quantum Ltd	Cambridge	Technology	Developing the components needed to interconnect quantum processors, enabling the creation of distributed, scalable quantum computing systems	1,625
Gentianes Solutions Ltd (trading as Much Better Adventures)	Bristol	Consumer markets	Adventure travel marketplace	1,052
Spinners Group Ltd	Reading	Consumer markets	Offers customers playful twists on classic games including bowling, crazy golf, and darts	836
Modo25 Ltd (trading as AskBosco)	Leeds	Business services	Digital marketing services	836
Mobility Mojo (UK) Ltd	Northamptonshire Technology		Provider of software to evaluate the accessibility of building environments	459
Penfold Technology Ltd	London	Technology	Pension platform that enables customers to manage and consolidate their pensions	415
Total new investments				5,223
Follow-on
Unquoted investments
Patchworks Integration Ltd	London	Technology	Leading integration platform for fast growing retail and ecommerce businesses.	1,440
Orri Ltd	London	Healthcare & education	Provider of intensive day care treatments for eating disorders	566
SecureCloud+ Ltd	Berkshire	Technology	Defence and public sector IT systems	470
Scileads Ltd	Belfast	Technology	A data-intelligence platform that enables companies operating within life science sector to identify, track and convert potential customers	419
Airfinity Ltd
	London	Healthcare & education	Provides real time life science intelligence as a subscription service	384
Branchspace Ltd	London	Technology	Specialist digital retailing consultancy and software provider to the aviation and travel industry	220
Gentianes Solutions Ltd (trading as Much Better Adventures)	Bristol	Consumer markets	Adventure travel marketplace	171

01 Strategic report - Investments in the year

Company	Location	Sector	Activity	Book cost £'000
Follow-on (continued)
Counting Ltd	London	Business services	Banking and accounting software for small businesses	117
Inlights.IO Ltd (formerly Yappy Ltd)	Manchester	Consumer markets	A B2B personalisation technology business	94
Focal Point Positioning Ltd	Cambridgeshire	Technology	Research and development technology business focusing on global navigation and satellite systems	90
Total unquoted follow-on investments				4,139
Follow-on
AIM-traded investments
IXICO plc	London	Healthcare & education	Provides technology enabled services to the biopharmaceutical industry worldwide	473
SEEEN plc#	London	Technology	A video technology business	148
Oberon Investments Group plc	London	Business services	Wealth advisory service for individuals and businesses	146
Total AIM-traded follow-on investments				767
Total follow-on investments				4,906
Total investments in the year*				10,129

^# Investments into unquoted convertible loan note

^* includes unquoted and AIM investments only.

Company		First investment date	Original book cost# £'000	Proceeds‡ £'000	Overall multiple return (x)
Unquoted realisations
Panthera Biopartners Ltd	Full trade sale	Sep-20	3,081	9,472	3.1
MXC Capital Ltd	Tender offer	May-15	52	24	0.5
Cisiv Ltd	Written off	Oct-18	700	–	–
Azarc.Io Inc	Written off	Dec-23	659	–	–
Mable Therapy Ltd	Written off	Jul-23	670	–	–
Silkfred Ltd	Written off	Aug-17	790	–	–
Total unquoted realisations			5,952	9,496
AIM‑traded realisations
Inspired plc	Tender offer	Nov-11	574	1,478	2.6
SEEEN plc	Market sale	Sep-19	716	176	0.2
Science in Sport plc	Tender offer	Nov-15	288	165	0.6
Cerillion plc	Market sale	Nov-15	2	44	19.6
Crossword Cybersecurity plc*	Written off	Jul-21	2,144	–	–
Totally plc	Written off	Sep-15	70	–	–
Total AIM-traded realisations			3,794	1,863
Total realisations in the year**			9,746	11,359

^# Residual book cost at realisation date.

^‡ Proceeds at time of realisation including interest.

^* Only equity written off. Convertible loan note still held

^** Includes unquoted and AIM investments only.

Investment policy and objective

Ten largest investments

The top ten investments by value at 30 September 2025 illustrate the diversity of investee companies within the portfolio. For consistency across the top ten and based on guidance from the AIC, data extracted from the last set of published audited accounts is shown in the tables below. However, this may not always be representative of underlying financial performance for several reasons. Published accounts lodged at Companies House may be out of date and the Manager works from up-to-date monthly management accounts and has access to draft but unpublished annual audited accounts. In addition, pre-tax profit in statutory accounts is often not a representative indicator of underlying profitability as it can be impacted by, for example, deductions of non-cash items, such as amortisation, that relate to investment structures rather than operating performance.

Cerillion plc London Quoted www.cerillion.com

Cerillion provides billing, charging and CRM software solutions, predominantly to the telecommunications sector but also to other sectors, including finance and utilities. Cerillion has c.80 customer installations worldwide, delivering a broad range of cloud solutions, managed services and on-premise enterprise software.

All funds managed by
Gresham House

First investment:	July 2015
Total original cost: £1,958,000
Total equity held:	9.5%

Baronsmead Venture Trust only

Original cost:	£879,000
Valuation:	£17,359,000
Valuation basis:	Bid price
Income recognised	£162,000
in the year:
% of equity held:	3.9%
Voting rights:	3.9%

Year ended 30 September

	2024	2023
	£ million	£ million
Sales:	43.8	39.2
Pre-tax profits:	19.7	16.1
Net assets:	48.5	36.9
No. of employees:	354	324

Source: Cerillion plc. Annual Report and Financial Statements, 30 September 2024

Netcall plc Bedfordshire

Quoted www.netcall.com

Netcall is a provider of intelligent automation and customer engagement software, helping organisations to become more customer-centric. Solutions are focused on enabling customer contact across multiple channels and improving customer satisfaction whilst driving operational efficiency through increases in process automation. Netcall has over 700 customers, spanning enterprise, healthcare and government sectors.

All funds managed by
Gresham House

First investment:	July 2010
Total original cost: £4,354,000*
Total equity held:	24.1%

Baronsmead Venture Trust only

£1,738,000
£12,082,000
Bid price
Income recognised £88,000

5.9%
5.9%

Year ended 30 June

	2025 £ million	2024 £ million
Sales:	48.0	39.1
Pre-tax profits:	5.1	6.3
Net assets:	44.0	40.5
No. of employees:	357	283

Source: Netcall plc. Annual Report and Accounts, 30 June 2025 *includes Baronsmead VCTs only

Patchworks Integration Ltd London Unquoted www.wearepatchworks.com

Patchworks provides the software to integrate an ecommerce customers' front and back office operational systems, managing the flow of data across their entire business and providing data and analytics to power decision-making.

	All funds managed by
Gresham House

First investment:	July 2021
Total original cost: £13,550,000
Total equity held:	55.2%

Baronsmead Venture Trust only

£7,589,000
£8,607,000
Revenue basis
Income recognised £65,000

24.4%
12.2%

Year ended 30 June

	2025	2024
	£ million	£ million
Net Assets:	2.6	2.6
No. of Employees:	4	4

A full set of accounts is not publicly available. Source: Patchworks Integration Ltd. Unaudited Financial Statements, 30 June 2025

The Property Franchise Group plc

Quoted www.thepropertyfranchisegroup.co.uk

Property Franchise Group ("TPFG") is the UK's largest multi-brand lettings and estate agency franchising group, which has completed two transformational acquisitions in 2024 augmented by strong organic growth. With c.1,900 outlets across the UK, TPFG manages over 150,000 tenanted properties across its 18 brand portfolio. TPFG's franchise model generates multiple income streams, with the majority of earnings being driven by lettings revenue, with additional fees generated from financial and other service revenues

All funds managed by Gresham House

First investment:	December 2013
Total original cost: £3,196,000*
Total equity held:	13.2%

Baronsmead Venture Trust only

Original cost:	£1,438,000
Valuation:	£7,002,000
Valuation basis:	Bid price
Income recognised	£225,000
in the year:
% of equity held:	1.9%
Voting rights:	1.9%

Year Ended 31 December

	2024 £ million	2023 £ million
Sales:	67.3	27.3
Pre-tax profits:	14.3	9.0
Net Assets:	204.0	57.7
No. of Employees:	365	176

Source: Property Franchise Group plc. Annual Report and Accounts, 31 December 2024 *includes Baronsmead VCTs only

Airfinity is a science information data analytics platform which provides deep information by therapeutic area on a real time basis to the life sciences industry and public entities including governments, NGOs and healthcare authorities. It grew rapidly during the pandemic on the back of its COVID-19 health analytics and intelligence platform.

All funds managed by Gresham House
First investment: July 2021
Total original cost: £8,955,000

Total equity held: 20.1%

Baronsmead Venture Trust only

Original cost:	£4,295,000
Valuation:	£5,231,000
Valuation basis:	Revenue basis
Income recognised	£337,000
in the year:
% of equity held:	8.6%
Voting rights:	8.6%

Year ended 31 December

	2024	2023
	£ million	£ million
Sales:	N/A	6.6
Pre-tax profits:	N/A	(3.4)
Net Assets:	(5.4)	(0.2)
No. of employees	73	82

A full set of accounts is not publicly available. Source: Airfinity Ltd. Unaudited Financial Statements, 31 December 2024

IDOX provides legislative compliance and document process management software, in a variety of cloud and on-premise applications, for local governments and the NHS. Additionally, IDOX delivers document collaboration software for the oil & gas, energy, and infrastructure sectors, enabling accurate record keeping for project management. IDOX's solutions seek to deliver process automation to support enhanced citizen and customer experience, improved operational efficiency and reduced overheads.

All funds managed by Gresham House

First investment:	May 2002
Total original cost: £1,642,000*
Total equity held:	6.0%

Baronsmead Venture Trust only

Original cost:	£614,000
Valuation:	£3,573,000
Valuation basis:	Bid price
Income recognised	£45,000
in the year:
% of equity held:	1.4%
Voting rights:	1.4%

Year ended 31 October

	2024 £ million	2023 £ million
Sales:	87.6	73.3
Pre-tax profits:	8.1	7.8
Net Assets:	78.3	73.3
No. of Employees:	682	626

Source: Idox plc. Annual Report and Accounts, 31 October 2024 *includes Baronsmead VCTs only

Popsa Holdings Ltd Surrey

Popsa is a photobook app that uses proprietary machine learning algorithms to reduce the average time it takes for customers to produce photobooks from two hours to just five minutes. Popsa aims to disrupt an industry that has not innovated with consumer habits, in particular the shift to mobile as the key photo repository.

All funds managed
by Gresham House

First investment:	December 2021
Total original cost: £6,500,000
Total equity held:	8.1%

Baronsmead Venture Trust only

Original cost:	£3,120,000
Valuation:	£3,120,000
Valuation basis:	Revenue basis
Income recognised in the year:	Nil
% of equity held:	3.4%
Voting rights:	3.4%

Year Ended 31 December

	2024	2023
	£ million	£ million
Sales:	33.4	27.5
Pre-tax profits:	(2.3)	(0.8)
Net Assets:	9.5	11.2
No. of Employees:	55	58

Source: Popsa Holdings Ltd. Annual Report and Audited Consolidated Financial Statements, 31 December 2024

Diaceutics plc Belfast

Diaceutics offers commercialisation solutions to the global pharmaceutical industry to support the launch of precision medicines, tailored to individuals.

All funds managed by Gresham House

First investment:	March 2019
Total original cost: £3,000,000*
Total equity held:	17.9%

Baronsmead Venture Trust only

Original cost:	£1,410,000
Valuation:	£3,024,000
Valuation basis:	Bid price
Income recognised	Nil
in the year:


% of equity held: Voting rights:	2.2% 2.2%

Year ended 31 December

	2024 £ million	2023 £ million
Sales:	32.2	23.7
Pre-tax profits:	(1.9)	(2.4)
Net Assets:	39.9	40.8
No. of Employees:	205	158

Source: Diaceutics plc. Annual Report, 31 December 2024 *includes Baronsmead VCTs only

Scurri Web Services Ltd London Unquoted www.scurri.com

Scurri is a courier management SaaS business, based in Ireland, which connects on-line retailers with a wide range of delivery partners, enabling them to send parcels through the most effective carrier based on a range of criteria. Additionally, (white label) services are provided to couriers allowing their customers to print labels at the customers' premises.

First investment:	June 2021
Total original cost: £4,326,000
Total equity held:	14.7%

Baronsmead Venture Trust only

£2,033,000
£2,733,000
Revenue basis
£188,000
6.1%
9.3%

Year Ended 31 December

	2024	2023
	€ million	€ million
Sales:	7.2	5.6
Pre-tax profits:	(0.8)	(1.0)
Net Assets:	3.7	4.5
No. of Employees:	61	55

A full set of accounts is not publicly available. Source: Scurri Ltd. Unaudited Financial Reports, 31 December 2024

Clarilis is a legal document automation software and services provider, enabling both legal firms and in-house legal teams to automate legal contract production.

All funds managed by Gresham House

First investment:	July 2020
Total original cost: £3,500,000
Total equity held:	16.7%

Baronsmead Venture Trust only

Original cost:	£1,679,000
Valuation:	£2,519,000
Valuation basis:	Revenue basis
Income recognised	Nil
in the year:
% of equity held:	7.0%
Voting rights:	6.7%

Year ended 31 December

	2024	2023
	£ million	£ million
Net Assets:	0.6	0.9
No. of Employees:	64	57

A full set of accounts is not publicly available. Source: Clarilis Ltd. Unaudited Financial Reports, 31 December 2024

Principal risks and uncertainties

The Board has carried out a robust assessment of the principal and emerging risks and uncertainties facing the Company and has assessed the appropriate measures to be taken in order to mitigate these risks as far as practicable. There is an ongoing process for identifying, evaluating and managing these risks which is part of the governance framework detailed further in the Corporate Governance section of this report. The level of risks remains the same except for economic, political and other factors which has increased due to recent changes to the VCT Scheme rules as referenced in the Chair's statement.

The Company continues to face the key emerging risks of climate change and ESG, given the regulatory, operational and potentially reputational implications if not appropriately addressed. In order to address these emerging risks, when looking to make a new investment, the Manager uses an ESG Decision Tool to identify any material ESG risks that need to be managed and mitigated. For further detail, see pages 25 to 27.

Principal risk	Context	Specific risks we face	Possible impact	Mitigation
Loss of approval as a Venture Capital Trust	The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns.	Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.	The loss of VCT status would result in shareholders who have not held their shares for the designated holding period having to repay the income tax relief they had already obtained and future dividends and gains would be subject to income tax and capital gains tax	The Board maintains a safety margin on all VCT tests to ensure that breaches are unlikely to be caused by unforeseen events or shocks. The Manager monitors all of the VCT tests on an ongoing basis and the Board reviews the status of these tests on a quarterly basis. Specialist advisors review the tests on a bi-annual basis and report to the Audit & Risk Committee on their findings.
Legislative	VCTs were established in 1995 to encourage private individuals to invest in early stage companies that are considered to be risky and therefore have limited funding options. In return the state provides these investors with tax reliefs which fall under the definition of state aid.	A change in government policy regarding the funding of small companies or changes made to VCT regulations which could result in a cessation of the tax reliefs for VCT investors or changes to the reliefs that would make them less attractive to investors.	The Company might not be able to maintain its asset base leading to its gradual decline and potentially an inability to maintain either its buy back or dividend policies.	The Board and the Manager engage on a regular basis with HMT and industry representative bodies to demonstrate the cost benefit of VCTs to the economy in terms of employment generation and taxation revenue. In addition, the Board and the Manager have considered the options available to the Company in the event of the loss of tax reliefs to ensure that it can continue to provide a strong investment proposition for its shareholders despite the loss of tax reliefs.
Investment performance	The Company invests in small, mainly UK based companies, both unquoted and quoted. Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals and hence tend to be riskier than larger businesses.	Investment in poor quality companies with the resultant risk of a high level of failure in the portfolio.	Reduction in both the capital value of investors' shareholdings and in the level of income distributed.	The Company has a diverse portfolio where the cost of any one investment is typically less than 5 per cent of Net Asset Value thereby limiting the impact of any one failed investment. The Manager has a strong and consistent track record over a long period. The Manager undertakes extensive due diligence on each new investment and reviews the portfolio composition maintaining a wide spread of holdings in terms of financing stage and industry sector. Investments are actively managed with a view to delivering value and growth.

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01 Strategic report - Principal risks and uncertainties

03 Financial Statements 04 Appendices 05 Information

Principal risk	Context	Specific risks we face	Possible impact	Mitigation
Economic, political and other external factors	Whilst the Company invests in predominantly UK businesses, the UK economy relies heavily on Europe and the US as its largest trading partners. This, together with the increase in globalisation, means that economic unrest and shocks in other jurisdictions, as well as in the UK, can impact on UK companies, particularly smaller ones that are more vulnerable to changes in trading conditions.	Events such as fiscal policy changes, economic recession, trade disputes, movement in interest or currency rates, civil unrest, war or political uncertainty or pandemics can adversely affect the trading environment for underlying investments and impact on their results and valuations.	Reduction in the value of the Company's assets with a corresponding impact on its share price may result in the loss of investors through buy backs and may limit its ability to pay dividends.	The Company invests in a diversified portfolio of companies across a number of industry sectors, providing protection against shocks. In addition, the Manager uses a limited amount of bank gearing in its investments which enables its investments to continue trading through difficult economic conditions. The Board monitors and reviews the position of the Company, ensuring that adequate cash balances exist to allow flexibility. The Board reviews the make up and progress of the portfolio each quarter to ensure that it remains appropriately diversified and funded.
Regulatory and compliance	The Company is authorised as a self managed Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive ("AIFMD") and is also subject to the Prospectus and Transparency Directives. It is required to comply with the Companies Act 2006 and the UKLA Listing Rules.	Failure of the Company to comply with any of its regulatory or legal obligations could result in the suspension of its listing by the UKLA and/or financial penalties and sanction by the regulator or a qualified audit report.	The Company's performance could be impacted severely by financial penalties and a loss of reputation resulting in the alienation of shareholders, a significant demand to buy back shares and an inability to attract future investment. The suspension of its shares would result in the loss of its VCT taxation status and most likely the ultimate liquidation of the Company.	The Board and the Manager employ the services of leading regulatory lawyers, sponsors, auditors and other advisers to ensure the Company complies with all of its regulatory obligations. The Board has strong systems in place to ensure that the Company complies with all of its regulatory responsibilities. The Manager has a strong compliance culture and employs dedicated compliance specialists within its team who support the Board in ensuring that the Company is compliant.
Operational	The Company relies on a number of third parties, in particular the Manager, to provide it with the necessary services such as registrar, sponsor, custodian, receiving agent, lawyers and tax advisers.	The risk of failure of the systems and controls of any of the Company's advisers including a cyber attack leading to an inability to service shareholder needs adequately, to provide accurate reporting and accounting and to ensure adherence to all VCT legislation rules.	Errors in shareholders' records or shareholdings, incorrect marketing literature, non compliance with listing rules, loss of assets, breach of legal duties and inability to provide accurate reporting and accounting all leading to reputational risk and the potential for litigation. A cyber attack or data breach could lead to loss of sensitive shareholder data resulting in a breach and liability under GDPR.	The Board has appointed an Audit & Risk Committee who reviews the internal control ("ISAE3402") and/or internal audit reports from all significant third party service providers, including the Manager, on a bi-annual basis to ensure that they have strong systems and controls in place including Business Continuity Plans and matters relating to cyber security. The Board regularly reviews the performance of its service providers to ensure that they continue to have the necessary expertise and resources to provide a high class service and always where there has been any changes in key personnel or ownership.

The financial risks faced by the Company are covered within the Notes to the Financial Statements on pages 87 to 91.

01 Strategic report

03 Financial Statements 04 Appendices 05 Information

Environmental, Social & Governance (ESG)

The Company is required, by company law, to provide details of environmental (including the impact of the Company's business on the environment), employee, human rights, social and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. Since the Company does not have any employees and it has no direct impact on the community or the environment due to its status as a VCT, the Company does not maintain specific policies in relation to these matters. However, the Board is conscious of the potential ESG risks associated with its investments as well as its social and corporate governance responsibilities.

The Board and the Manager believe that responsible investment involves the integration of ESG factors within the investment process and that these factors should be considered alongside financial and strategic issues. The Company therefore complies with current reporting and other ESG standards for investment companies, through its monitoring of the ESG risks and opportunities of its investee companies. The Company will continue to evolve its processes and reporting as ESG requirements change. More broadly, the Company complies with the AIC Code of Corporate Governance.

The Manager incorporates ESG considerations throughout the investment process, including valuation, and this is communicated to the Board on a quarterly basis. A framework based on ten key ESG themes is used to structure analysis, monitor and report on ESG risks and opportunities across the lifecycle of investments. The Manager also utilises an ESG Decision Tool and annual ESG surveys to set benchmarks, measure improvements, and develop best practices.

The Manager's investment philosophy means that it is an actively engaged shareholder. The Manager's assessments of management, board and governance form a critical part of the investment case, which necessitates that it works with companies on strategy, M&A, remuneration and related matters, from the holding period onwards. The Manager will meet face-to-face with the management team of a publicly listed company at least twice a year, and more frequently when it owns a material stake of a company. These meetings form the basis for the ongoing monitoring of a company's strategy, financial performance and ESG considerations.

Voting is an important part of the Manager's investment strategy. The Manager's voting decisions are based on the course of action that will be in the best interest of the investee company and are informed by various sources including, research, engagement with the company, discussions with other stakeholders and advisers, internal discussions and consultations, and other relevant information. For the twelve months to 30 September 2025, the Manager had the opportunity to vote on 1,730 issues. In 2025, the Manager voted on 100 per cent of all resolutions. Of these, the Manager supported 92.9 per cent of resolutions, voted against 2.8 per cent, and abstained on 4.5 per cent. Of the 13 votes against, the majority were focused on delisting, re-registration, and expanded director powers that reduced shareholder rights and oversight.

The Manager has been a signatory to the United Nations-supported Principles for Responsible Investment (UN PRI) since February 2018. In the 2024 PRI assessment, the Manager achieved ratings of 4 or 5 stars (out of 5) across all relevant modules. The Manager scored 93 per cent (5 Stars) compared to a median of 73 per cent in the Private Equity module. The Manager continues to meet the requirements and maintain UK Stewardship Code signatory status.

The Manager undertakes an annual ESG survey to understand how its VCT unquoted investments respond to relevant ESG risks and opportunities and how these are considered as part of their operations. The survey asked unquoted investee businesses a range of questions based on the ESG\_VC framework across a range of material environmental, social and governance factors. It asked them to indicate the relevance of those material ESG factors to their business, as well as their ability to influence those factors. Repeating the survey annually allows companies to demonstrate progression against material ESG issues and forms the basis of meaningful ESG engagements between Gresham House Ventures and its unquoted portfolio companies.

For more information on the Manager's commitments and approach to ESG integration and engagement, including its climate-related and stewardship disclosures, please see the following documents:

Diversity

The House of Commons Treasury Committee's July 2023 report on Venture Capital highlighted the importance of transparency around diversity within the UK's growth-capital ecosystem. In particular, the report recommended that venture capital firms and their investment vehicles publish diversity data and consider regional capital allocation.

The Company and the Manager remain fully aligned with these principles, having long supported broader participation in the UK economy through their investment activities.

As part of our commitment to responsible and inclusive capital allocation, the Manager incorporates board composition and governance considerations into its ESG Decision Tool as a core element of investment due diligence. We have also reflected on the findings of the Committee's report and summarised below the latest diversityrelated metrics for the Company's portfolio of unquoted investments as at 30 September 2025, alongside relevant data for both Gresham House and the Gresham House Strategic Equity division responsible for managing the public and private equity portfolios managed or advised by the Manager.

Portfolio Diversity

Table 1 illustrates that the Company's portfolio continues to reflect a predominance of male-founded businesses. As at September 2025, 13 per cent of investee companies were founded exclusively by women or by mixed-gender founder teams (2024: 11 per cent), demonstrating a gradual improvement, although further progress remains a priority.

Table 1

Portfolio company founders

Based on number of companies

Founders	2025	2024
All male	87%	89%
Mixed gender	10%	8%
All female	3%	3%
	100%	100%

Table 2

Portfolio company board composition

Based on number of directors

Directors	2025	2024
Male	88%	85%
Female	12%	15%
	100%	100%

Similarly, Table 2 shows that board representation across portfolio companies remains largely maledominated. Female representation stands at 12 per cent (2024: 15 per cent), excluding Gresham House representatives. Improving gender balance on boards is an area of continuing focus for the Manager as part of engagement with investee companies.

Regional Allocation of Capital

Consistent with historical trends, Table 3 shows that the largest proportion of the Company's invested capital is allocated to businesses located in London and the South East, reflecting the concentration of high-growth opportunities in these regions. The Company nevertheless remains committed to supporting investment across the broader UK market.

Table 3 Allocation of capital by region¹

	2025	2024
London and	65%	62%
South East
Other regions	35%	38%
	100%	100%

^1. based on cost of investment

Commitment to Supporting Female Entrepreneurship

The Company strengthened its commitment to gender diversity in 2024 by becoming a signatory to the Investing in Women Code, a governmentbacked initiative aimed at enhancing access to finance for female founders. The Manager also continued to foster networks for women in the investment ecosystem. In September 2025, it hosted its third annual female-led event, convening founders, investors and advisers to share insights and build connections.

Diversity Within Gresham House

Table 4 provides an overview of gender diversity across Gresham House as at 30 September 2025, and Table 5 sets out equivalent data for the Strategic Equity division, which manages the Company's portfolios. These metrics are monitored regularly as part of the Group's DEI governance framework.

Table 4

Gresham House gender diversity2

Gender	2025	2024
Male	59%	62%
Female	41%	38%
	100%	100%

as at 30 September 2025

01 Strategic report - Environmental, Social & Governance (ESG)

Table 5

Gresham House strategic equity division gender diversity 3

Gender	2025	2024
Male	74%	74%
Female	26%	26%
	100%	100%

as at 30 September 2025

Gresham House launched its formal Diversity, Equity & Inclusion ("DEI") strategy in early 2022, recognising the need to respond proactively to the evolving landscape of workplace diversity and inclusion. Key elements of the strategy include:

Unconscious bias training for all employees
Enhancements to Human Resources systems to improve DEI data collection and reporting, with results shared quarterly with the Group Management Committee and divisional heads
Clear DEI guidelines for recruitment partners to support more inclusive hiring practices

During the year, Gresham House employees participated in and led several initiatives aimed at supporting women in finance. Senior women from across the Group continued to attend a 12-week external Resilient Women's Leadership Programme, building leadership capability across the organisation.

The Manager also remains committed to increasing diversity within investment teams and across investee company leadership. As part of this commitment, Gresham House has supported the 10,000 Black Interns Programme for several years. In addition, the Manager's ongoing relationship with Leadership Through Sport and Business enabled us to enhance the structure and impact of our summer work experience programme.

Other matters

Applying the business model

01 Strategic report

This section of the Strategic Report sets out the practical steps that the Board has taken in order to apply the business model, achieve the investment objective, and adhere to the investment policy. The investment policy, which is set out in full on page 2, is designed to ensure that the Company continues to qualify, and is approved, as a VCT by HM Revenue and Customs.

Portfolio Management

The AIM portfolio is managed with a private equity approach applied to public market investments. This involves a proactively engaged approach to interactions with management and boards of portfolio companies; seeking to challenge, influence and support key areas such as strategy, capital allocation, management incentives, board governance and composition. The Manager views these areas as critical components of long-term shareholder value creation.

The unquoted portfolio is actively managed by a large team of investment executives including over ten highly experienced, dedicated portfolio directors who provide access to a far-reaching network of potential partners. Value creation is driven through board representation in order to influence areas such as the go-tomarket strategy, capital efficiency, corporate governance and exit planning. An in‑house talent function partners with portfolio companies to help strengthen management teams and shape boards of directors at each stage of the investment.

Investing in the right companies

Investments are primarily made in companies which are substantially based in the UK, although many of these investees may have some trade overseas. Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits.

The Board has delegated the management of the investment portfolio to Gresham House. The Manager has adopted a 'top-down, macro economic and sector-driven' approach to identifying and evaluating potential investment opportunities, by assessing a forward view of firstly the broader business environment, then the sector and finally the specific potential investment opportunity.

Drawing on its sector analysis, the Manager focusses on investment opportunities in markets that demonstrate compelling structural drivers and sustainable growth dynamics. Portfolio diversification is maintained through exposure to multiple sectors, asset classes and duration profiles, supporting a balanced risk-return outcome.

The Company's policy is not to invest in any of the following areas: human cloning; arms/munitions; or adult content.

The Manager's Review on pages 11 to 14 provides a review of the investment portfolio and of market conditions during the year, including the main trends and factors likely to affect the future development, performance and position of the business.

Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company (including a collective investment vehicle) is 15 per cent of the value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) ("VCT Value"). The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale.

The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities and permitted non-qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preference shares, while AIM-traded investments are primarily held in ordinary shares. Pending investment in VCT qualifying investments, the Company's cash and liquid funds are held in permitted non-qualifying investments.

Compliance with the required VCT rules and regulations is considered when all investment decisions are made. Shoosmiths LLP and Philip Hare & Associates advise the Company on compliance with VCT requirements when evaluating investment opportunities. Internally, this is monitored on a continuous basis and it is also reviewed by PricewaterhouseCoopers LLP ("PwC") every six months to ensure ongoing compliance. PwC have been appointed by the Company to advise on compliance with VCT requirements, which includes appropriate and regular review of the portfolio. Although PwC works closely with the Manager, it reports directly to the Board.

The principal tests are summarised below. Throughout the year ended 30 September 2025, and at the date of this report, the Company continued to meet these tests.

VCT status tests

1 To ensure that the VCT's income in the period has been derived wholly or mainly (70 per cent plus) from shares or securities;
2 To ensure that the VCT has not retained more than 15 per cent of its income from shares and securities;
3 To ensure that the VCT has not made a prohibited payment to shareholders derived from an issue of shares since 6 April 2014;
4 To ensure that at least 80 per cent by value of the VCT's investments has been represented throughout the period by shares or securities comprised in qualifying holdings of the VCT;
5 To ensure that at least 70 per cent by value of the VCT's qualifying holdings has been represented throughout the period by holdings of eligible shares;
6 To ensure that no investment in any company has represented more than 15 per cent by VCT value at the time of investment;
7 To ensure that the VCT's ordinary capital has throughout the period been listed on a regulated European market;
8 To ensure that the VCT has not made an investment in a company which causes it to receive more than the permitted investment from State Aid sources;
9 To ensure that since 17 November 2015, the VCT has not made an investment in a company which exceeds the maximum permitted age requirement;
10 To ensure that since 17 November 2015, funds invested by the VCT in another company have not been used to make a prohibited acquisition; and
11 To ensure that since 6 April 2016, the VCT has not made a prohibited non‑qualifying investment.
12 The VCT must invest at least 30% of all new funds raised in accounting periods beginning after 5 April 2018 in qualifying holdings within 12 months of the end of the accounting period in which the VCT issued the shares.

Appointment of the Manager

The Board expects the Manager to deliver a performance which meets the objective of achieving positive long-term investment returns, including tax free dividends. A review of the Company's performance during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Chair's Statement on pages 7 to 10. The Board assesses the performance of the Manager in meeting the Company's objective against the KPIs highlighted on page 5 of the report.

Continuing appointment of the Manager

The Board keeps the performance of the Manager under continual review. The Management Engagement and Remuneration Committee, comprising all Directors, conducts an annual review of the Manager's performance and makes a recommendation to the Board about its continuing appointment.

It is considered that the Manager has executed the Company's investment strategy according to the Board's expectations. Accordingly, the Directors believe that the continuing appointment of Gresham House Asset Management Limited as the Manager of the Company, on the terms agreed, is in the best interests of the Company and its shareholders as a whole.

The management agreement

Under the management agreement, the Manager receives a fee of 2.0 per cent per annum of the net assets of the Company. In addition, the Manager is responsible for providing all secretarial, administrative and accounting services to the Company for an additional fee of £174k. The Manager has appointed Waystone Administration Solutions (UK) Ltd to provide these services to the Company on its behalf. The Company is responsible for paying the fee charged by Waystone Administration Solutions (UK) Ltd to the Manager in relation to the performance of these services.

Annual running costs are capped at 3.5 per cent of the net assets of the Company (excluding any performance fee payable to the Manager and irrecoverable VAT), any excess being refunded by the Manager by way of an adjustment to its management fee. The running cost as at 30 September 2025 was 2.1 per cent.

The management agreement may be terminated at any date by either party giving 12 months' notice of termination and, if terminated, the Manager is only entitled to the management fees paid to it and any interest due on unpaid fees.

01 Strategic report - Other matters

Performance fees

A performance fee will be payable to the Manager once the total return on shareholders' funds exceeds an annual threshold of the higher of 4 per cent or base rate plus 2 per cent calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10 per cent of the excess will be paid to the Manager. The amount of any performance fee which is paid in an accounting period shall be capped at 5 per cent of shareholders' funds for that period.

Nil performance fee is payable for the year to 30 September 2025 (2024: £nil).

Management retention

The Board is keen to ensure that the Manager continues to have one of the best investment teams in the VCT and private equity sector.

The Manager currently operates a hybrid portfolio management model whereby the significant majority of cases have a Gresham House appointed Investor Director drawn from one of the new investment team, the in-house portfolio team or an external group of nine highly experienced portfolio consultants.

A VCT Incentive Scheme was introduced in November 2004 under which members of the Manager's investment and inhouse portfolio teams invest their own money into a proportion of the ordinary shares of each eligible unquoted investment made by the Baronsmead VCTs. In addition, in 2024, the Manager introduced a Parallel Investment Incentive Scheme (each a "Scheme" and together "the Schemes") for the portfolio consultants allowing them to invest in the same instruments on the same terms as the VCTs in any deal where they become the Investor Director.

The Board regularly monitors the Schemes' arrangements and considers them to be essential in order to attract, retain and incentivise the best talent. The Schemes are in line with current market practice in the private equity industry and the Board believes that it aligns the interests of the Manager with those of the Baronsmead VCTs.

Currently, 34 members of the Manager's investment and portfolio teams and consultants are included in the Schemes and have invested a total of £64,000 in 39 companies. There has been no payouts from the scheme in the last three years.

Advisory and Directors' fees

During the year, Gresham House Asset Management Ltd received £219,000 (2024: £274,000) advisory fees, £457,000 (2024: £397,000) directors' fees for services provided to companies in the investment portfolio and incurred abort costs of £14,000 (2024: £11,000) with respect to investments attributable to the Company.

Alternative Investment Fund Managers Directive ("AIFMD")

The AIFMD regulates the management of alternative investment funds, including VCTs. On 22 July 2014, the Company was registered as a Small UK registered AIFM under the AIFMD.

Viability statement

In accordance with the Association of Investment Companies Code of Corporate Governance 2019 ("AIC Code"), the Directors have assessed the prospects of the Company over the three-year period to 30 September 2028.

This period is used by the Board during the strategic planning process and is considered reasonable for a business of our nature and size. The three-year period is considered the most appropriate given the forecasts that the Board require from the Manager and the estimated timeline for finding, assessing and completing investments.

In making this three-year assessment, the Board has taken the following factors into consideration:

The Company's investment strategy
The nature of the Company's portfolio
The potential impact of the principal risks and uncertainties
Share buy-backs and dividends
The liquidity of the Company's portfolio
Market falls and gains
Maintaining VCT approval status

The Board has carried out a robust assessment of the above factors, as they have the potential to threaten the Company's business model, future performance, solvency, or liquidity. This review has considered the principal risks as outlined on pages 23 to 24.

The Board has also evaluated the ability of third party suppliers to continue to deliver services to the Company.

The Board has considered the ability of the Company to raise finance and deploy capital. The Board's assessment took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks, and the large listed portfolio that could be liquidated if necessary.

01 Strategic report - Other matters

The Company's portfolio currently includes a large position in cash or liquid money market funds. Over the last five years, cash and liquid money market funds have averaged c 18 per cent of the Net Asset Value and comprised 12 per cent of the 30 September 2025 Net Asset Value. Cash balances can fluctuate over time due to changes in market conditions, but positive cash levels are expected to be maintained over the period.

The Company has no debt, and it is expected that the Company will remain ungeared for the foreseeable future.

The Board has also considered the Company's income and expenditure projections and find these to be realistic and sensible. The Board has assessed the Company's ability to cover its annual running costs under several liquidity scenarios in which the value of liquid assets (including AIM-traded investments and OEICs) has been subject to sensitivity analysis. The Directors noted that under none of these scenarios was the Company unable to cover its costs.

Based on the Company's processes for monitoring costs, share price discount, the Manager's compliance with the investment policies, objective and business model, asset allocation and the portfolio risk profile, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the threeyear period to 30 September 2028.

Shareholder choice

The Board wishes to provide shareholders with a number of choices that enable them to utilise their investment in the Company in ways that best suit their personal investment and tax planning and in a way that treats all shareholders equally.

Fundraising: From time to time, the Company seeks to raise additional funds by issuing new shares at a premium to the latest published Net Asset Value to account for costs. The Company launched a new offer for subscription in October 2025.
Dividend Reinvestment Plan: The Company offers a Dividend Reinvestment Plan which enables shareholders to purchase additional shares through the market in lieu of cash dividends. Approximately 2,701,000 shares were bought in this way during the year to 30 September 2025.
Buy back of shares: From time to time, the Company buys its own shares through the market in accordance with its share price discount policy. Subject to the likely impact on shareholders as a whole, the funding requirements of the Company and market conditions at the time, the Company seeks to maintain a mid share price discount of approximately 5 per cent to Net Asset Value where possible. However , shareholders should note this discount may widen during periods of market volatility.

Secondary market: The Company's shares are listed on the London Stock Exchange and can be bought using a stockbroker or authorised share dealing service in the same way as shares of any other listed company. Further information is provided under Secondary Market in the Shares of Baronsmead Venture Trust plc on page 105. Approximately 58,000 shares were bought by investors in the Company's existing shares in the year to 30 September 2025.

Board diversity

Information on Board diversity can be found on page 5 2 of this Report.

Directors' duties

Overview

Section 172 of the Companies Act 2006 (the "Act") requires the Directors to act in good faith and in a way that is most likely to promote the success of the Company for the benefit of its shareholders.

Directors must consider the long-term consequences of any decision they make. They must also consider the interests of the various stakeholders of the Company, the impact the Company has on the environment and community, and operate in a manner which maintains their reputation for having high standards of business conduct and fair treatment between shareholders.

Fulfilling this duty naturally supports the Company in its investment objective of achieving long-term investment returns for private investors and helps ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, and the AIC Code, the information below explains how the Directors have individually and collectively discharged their duties under Section 172.

To ensure they are aware of, and understand their duties, Directors are provided with a detailed induction outlining their legal and regulatory duties as a Director of a UK public limited company upon appointment. They also receive regular regulatory updates and training as appropriate. A Company Secretarial report is included within the papers of each Board meeting to remind Directors of their duties and emphasise the importance of stakeholder consideration during decision making. Directors also receive technical updates from the Company's advisers and the Manager on a regular basis.

The Directors have access to the advice and services of the Company Secretary and a range of other service providers and when deemed necessary, the Directors may seek independent professional advice in the furtherance of their duties at the Company's expense.

The Company has a Schedule of Matters Reserved for the Board which describes the Board's duties and responsibilities. Terms of Reference of the Board's Committees are in place, which outline the duties of those Committees that are delegated to them by the Board, including their statutory and regulatory responsibilities. The Board's Schedule of Matters Reserved and the Committees' Terms of Reference are all reviewed at least annually.

The Audit & Risk Committee has responsibility for the ongoing review of the Company's risk management and internal controls. To the extent that they are applicable, risks related to the matters set out in Section 172 are included within the Company's Risk Register and are subject to regular review and monitoring.

Decision making

The importance of stakeholder considerations in the context of decision making is taken into account at every Board meeting. All discussions involve careful consideration of the longer-term consequences of any decisions and their implications for stakeholders. Further information on the role of the Board in safeguarding stakeholder interests and monitoring ongoing investment activity can be found on pages 33 to 35.

Stakeholder engagement

Following a comprehensive review by the Board, which regularly keeps stakeholder engagement mechanisms under review, it was agreed that as the Company is an externally managed Venture Capital Trust and does not have any employees or customers, the Company's key stakeholders are:

The Company's shareholders
The Manager
The portfolio of investee companies and the wider communities in which they operate
A range of external service providers
HMRC and the Company's regulatory bodies, including the FCA

01 Strategic report - Directors' duties

03 Financial Statements 04 Appendices 05 Information

Details of how the Board seeks to understand the needs and priorities of these stakeholders and how these are taken into consideration during its discussions as part of its decision making are described in the table below:

Stakeholder group	Importance	Board engagement
Shareholders	Continued shareholder support is critical to	The Board is committed to maintaining open channels of communication with shareholders and during the year has engaged with shareholders in various ways to understand their views. These include:
	the sustainability of the Company and delivery of	ƒ Annual General Meeting ("AGM") – The Company encourages attendance and participation from shareholders at the AGM and values any feedback and questions it may receive.
	the long-term strategy of the business.	ƒ The Company's forthcoming 2026 AGM will take place on 19 March 2026.
		ƒ Further information on the AGM can be found in the inside cover and in the Chair's Statement on page 9 and within the Notice of AGM, which is being sent to shareholders separately from this Annual Report.
		ƒ Publications – The Company's Annual and Half-Yearly Reports are made available on the Company's website (www.baronsmeadvcts.co.uk) and are sent to shareholders when requested. These publications provide shareholders with information regarding the Company's business model, strategy and investment portfolio, and provide a clear picture of the Company's financial position. This is supplemented by the monthly publication of the Net Asset Value and quarterly factsheets published on the Company's website. Feedback and questions received by the Company from shareholders enables the Company to improve its reporting, which in turn helps to deliver transparent and understandable updates.
		ƒ Shareholder communication and shareholder concerns – The Manager communicates with shareholders periodically and shareholders are welcome to raise any comments, issues or concerns with the Board at any time. Shareholders are invited to do so by writing to the Chair at the registered office or by emailing the Chair at [email protected]. Michael Probin as Senior Independent Director is also available to shareholders if they have any questions or concerns.
The Manager	The Manager's performance is critical for the Company to successfully deliver its investment strategy and meet its objective	The Board invites the Manager to attend Valuation Forums, Board and Committee meetings to update the Directors on the performance of the portfolio and execution of the investment strategy. The Board holds detailed discussions with the Manager on all key strategic and operational topics on an ongoing basis. The Chair regularly meets with the Manager to ensure a close dialogue is maintained. In line with the Company's culture, the Board recognises the importance of working together with the Manager in a way that: ƒ encourages open, honest, and collaborative discussions at all levels, allowing time and space for original and
	to achieve long-term investment returns for private investors, including tax-free dividends.	innovative thinking
		ƒ draws on Board members' individual experience and knowledge to support and challenge the Manager in its monitoring of and engagement with portfolio investee companies and during the review and challenge of the unquoted investee companies to arrive at an appropriate valuation
		ƒ ensures that the impact on the Manager is fully considered and understood before any business decision is made
		ƒ ensures that any potential conflicts of interest are avoided or managed effectively

01 Strategic report - Directors' duties

03 Financial Statements 04 Appendices 05 Information

Stakeholder group	Importance	Board engagement
The portfolio of investee companies	The Company invests in growth businesses across a range of sectors to meet the Company's investment objectives in accordance with VCT legislation.	Regular engagement with the portfolio of investee companies is undertaken by the Manager, so a transparent and objective relationship between the Board and the Manager is vital. For unquoted and larger AIM holdings, the Manager is an influential and engaged shareholder (on behalf of the Company) and Manager representatives often join the boards of these companies.
External service providers	To function as a VCT listed on the London Stock Exchange, the Company relies on a diverse range of advisors for support in meeting all relevant obligations.	The Board maintains regular contact with its external providers and receives reports from them at Board and Committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views are routinely considered. During the period, the Management Engagement and Remuneration Committee formally assessed the external service providers' performance, fees and individually their continuing appointment to ensure that they continue to fulfil their role in support of the Company and the Board and are appropriately remunerated to deliver the expected level of service. The Audit & Risk Committee reviews and evaluates the control environments in place at each service provider as appropriate.
HMRC and regulatory bodies	The Company must comply with HMRC VCT rules and comply or explain its adherence to the AIC Code as part of its continuing obligations as required by the FCA.	The Board regularly considers how it meets regulatory and statutory obligations and follows voluntary and best-practice guidance, including how any governance decisions it makes impacts the Company's stakeholders, both in the short and the longer-term. The Audit & Risk Committee obtains confirmation from its VCT status adviser regarding compliance with HMRC's VCT rules twice a year, and from the Manager at each board meeting. The Company Secretary reviews the Company's ongoing compliance with the AIC Code which informs the Company's corporate governance disclosures in the Annual Report. In addition, the Board receives regular reports on regulatory compliance and any inspections or reviews that are commissioned by regulatory bodies. The Company ensures it meets all required HMRC obligations and payments promptly.

01 Strategic report - Directors' duties

03 Financial Statements 04 Appendices 05 Information

The mechanisms for engaging with stakeholders are kept under review by the Directors and discussed at Board meetings to ensure they remain effective. Examples of the Board's principal decisions during the year and how the Board fulfilled its duties under Section 172, and the related engagement activities, are set out below.

Principal decision	Long-term impact	Stakeholders and engagement
Approval of	Providing shareholders and	In deciding to launch a fundraising during the reporting period, the Board considered:
fundraising	potential new investors the	ƒ the expectations and preferences of the Company's shareholders
	opportunity to subscribe for shares in BVT, which in turn provides opportunities for	ƒ the Company's cash flow forecast, short term investment rates and the ability to adhere to the Company's dividend policy
	Company growth and increased investor engagement.	ƒ the effect on the Net Asset Value and the ability of the Company to be able to meet HMRC's VCT investment rules and timelines
		ƒ the new investment pipeline
		ƒ the impact on future compliance with HMRC VCT legislation
		ƒ the costs involved in issuing a prospectus and of fundraising
		ƒ the advantages and disadvantages of a joint prospectus across the two Baronsmead VCTs which Gresham House manages
		As a result, the Company raised £25 million in 2025.
The Annual General Meeting	Providing shareholders with in-depth information in an interactive setting and an opportunity to meet and question the Board and the Manager.	The Board took into account the feedback received from shareholders in 2025 and working with the Manager, has amended the format of the meeting to focus on providing shareholders with relevant information, along with a Q&A session with the Board and Manager.
Board succession	Succession planning, leading to the refreshment of the Board, is necessary to ensure that the Board has the right skills, experience and diversity for the long-term success of the Company.	In line with the Company's Diversity and Tenure and Reappointment policies, and taking into consideration the expectations of stakeholders, the Board announced on 1 April 2025, the appointments of David Melvin as a Non Executive Director and Chair of the Audit & Risk Committee, and Mandeep Singh as a Non‑Executive Director.

The Strategic Report has been approved by the Board of Directors.

On behalf of the Board

Fiona Miller Smith

Chair

22 December 2025

Board of Directors

All directors are considered independent.

Fiona Miller Smith Chair and Nomination Committee Chair Appointed: 1 September 2021

Fiona is the CEO of Barts Charity, a health foundation with a £550 million financial investment and commercial property portfolio. Barts Charity funds transformational medical research and innovation in healthcare delivery and technology. Under Fiona's leadership over the last five years, Barts has also allocated 25 per cent of its portfolio to private equity and venture funds, including early stage venture and life sciences funds. Fiona brings a wealth of experience, spanning over 25 years, in investing in and leading growth companies. Her early career was in finance and private equity at Goldman Sachs and Murray Johnson Private Equity, and she then had a successful entrepreneurial career prior to joining Barts Charity in 2016 including five years at Social Finance UK, a leading impact investing and advisory firm. Fiona is a Trustee of John Lyons, the Chair of Lifting Limits and serves on the Barts Life Sciences Advisory Board, as well as the Board of Better Society Capital. Fiona has an MBA from INSEAD.

Michael Probin

Non-Executive Director, Senior Independent Director and Management Engagement and Remuneration Committee Chair

Appointed: 14 June 2021

Michael has over 30 years' experience in executive roles within the tax efficient investment industry. He worked on Business Expansion Scheme products at AXA Sun Life Group for ten years before joining the management team at Livingbridge LLP, where he gained extensive knowledge of the VCT industry. Before retiring from his role at Livingbridge LLP in 2018, he worked extensively with the VCT industry trade and representative bodies and various stakeholders. Michael has a B.Sc. (Econ.) and M.Sc. (Econ.) (Urban and Regional Planning) from the London School of Economics and EMBA from London Business School.

Appointed: 1 April 2025

Gonville and Caius College, Cambridge.

02 Directors' report - Board of Directors

Mandeep Singh Non-Executive Director Appointed: 1 April 2025

Mandeep is an experienced founder, CEO, Non-Executive Director, and investor with expertise, and a proven track record in scaling tech businesses.

Mandeep started his career as a strategy consultant at OC&C and an investor with Private Equity fund, BC Partners. Between 2013 and 2020, Mandeep was the Founder CEO of Trouva, a SaaS-enabled marketplace, the second fastest growing tech business in the UK at the time. Since, Mandeep served on the Board of Thrift+, an early‑stage fashion marketplace, on the global Board of Amnesty International, and on the Advisory Board of Walking on Earth, a health tech company. He has also been a scout investor for Accel, a Venture Partner at Hoxton Ventures, and an active angel investor in AI businesses including Cusp AI, Convergence AI, and TitanML. He is currently an EIR at Founders at the University of Cambridge.

Mandeep holds an MA (Hons) from the University of Cambridge and is a Member of the Institute of Physics (MinstP).

David Melvin Non-Executive Director and Chair of the Audit & Risk Committee

David is an investment and financial services professional with over 30 years of experience in investment banking and private equity. He is an active early stage investor. He is currently President of HBA Media Limited, a sports media rights business, senior adviser at Bixteth Partners Limited, a boutique advisory firm, Principal

David previously served as a Non-Executive Director and Chairman of the Audit Committee of Pantheon International Plc, he was also a senior adviser at CITIC CLSA Securities, a CITIC Securities Company, and Partner at TDR Capital, a European private equity firm.

at 24 Haymarket Private Capital and a member of the Investment Committee of

Prior to that, he spent 24 years at Merrill Lynch, where he held a number of leadership positions, including Global Co-Head of Financial Sponsors and Chairman of EMEA Financial Sponsors and Leverage Finance. He is a qualified Chartered Accountant.

About Baronsmead Venture Trust plc

03 Financial Statements 04 Appendices 05 Information

01 Strategic report 02 Directors' report

Directors' report

The Directors of Baronsmead Venture Trust plc (the Company) (registered number 03504214) present their Annual Report and Audited Financial Statements of the Company for the year ended 30 September 2025.

Shares and shareholders

Share capital

Under the terms of the prospectus published by the Company on 10 January 2025, the Company issued a total of 46,842,282 (nominal value of £4,684,228.2) ordinary shares during the year ended 30 September 2025 by way of four allotments, raising £25 million (before costs). Details of these allotments are as set out below:

Allotment date	Admission date	No. shares issued	Issue price
20/02/2025	26/02/2025	16,271,660	Between 52.52p – 55.49p
03/04/2025	08/04/2025	21,838,572	Between 52.64p – 55.35p
01/05/2025	08/05/2025	1,850,010	Between 50.88p – 53.21p
18/06/2025	25/06/2025	6,882,040	Between 53.51p – 55.96p

At the AGM held on 12 March 2025, the Company was granted authority to purchase up to 14.99 per cent of the Company's ordinary share capital in issue at that date on which the Notice of AGM was published, amounting to 57,368,123 ordinary shares.

During the year, the Company bought back a total of 15,955,509 ordinary shares to be held in Treasury, representing 3.4 per cent of the issued share capital as at 30 September 2025, with an aggregate nominal value of £1,595,551. The total amount paid for these shares was £7,925,009. As at 30 September 2025, the Company had the remaining authority to buy back 48,526,017 shares under the resolution approved at the 2025 AGM.

As at 30 September 2025, the Company's issued share capital was as follows:

Shares	Total	% of Shares in issue	Nominal Value
In issue	471,307,101	100	£47,130,710.10
Held in Treasury	53,541,671	11.36	£5,354,167.10
In circulation	417,765,430	88.64	£41,776,543.00

The total voting rights as at 30 September 2025 were 417,765,430. Since then, the Company has allotted 9,262,181 shares, resulting in the total voting rights being 427,027,611 as at the date of this report.

Shareholders

Each 10p ordinary share entitles the holder to attend and vote at general meetings of the Company, to participate in the profits of the Company, to receive a copy of the Annual Report and Financial Statements and to participate in a final distribution upon the winding up of the Company.

There are no restrictions on voting rights, no securities carry special rights and the Company is not aware of any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights. There are no agreements to which the Company is party that may affect its control following a takeover bid.

In addition to the powers provided to the Directors under UK company law and the Company's Articles of Association, at each AGM the shareholders are asked to authorise certain powers in relation to the issuing and purchasing of the Company's own shares. Details of the powers granted at the AGM held in 2025, all of which remain valid, can be found in the last notice of AGM.

The Company is not, and has not been throughout the year, aware of any beneficial interests exceeding 3 per cent of the total voting rights.

The Company has paid or declared the following dividends for the year ended 30 September 2025:

Dividends	£'000
Interim dividend of 1.75p per ordinary share paid on 8 September 2025	7,391
Final dividend of 2.00p per ordinary share to be paid on 24 March 2026*	8,355
Total dividends paid for the year	15,746

^* Calculated on shares in circulation as at 30 September 2025.

Subject to shareholder approval at the AGM, a final dividend of 2.00p per share will be paid on 24 March 2026 to shareholders on the register at 27 February 2026. The exdividend date will be 26 February 2026.

Directors

Appointments

The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Companies Act 2006. Further details in relation to the appointed Directors and the governance arrangements of the Board can be found on page 45 and in the Corporate Governance Statement.

Directors are entitled to a payment in lieu of three-month notice by the Company for loss of office in the event of a takeover bid.

Directors' indemnity

Directors' and officers' liability insurance cover is in place in respect of the Directors and was in place throughout the year under review. The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.

Save for such indemnity provisions in the Company's Articles of Association and in the Directors' letters of appointment, there are no qualifying third party indemnity provisions in force.

Conflicts of interest

The Directors declare all actual or potential conflict of interest to the Board, which has the authority to approve such situations. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed quarterly by the Board. Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest and do not take part in discussions which relate to any of their conflicts.

Financial instruments

The Company's financial instruments comprise equity and fixed interest investments, cash balances and liquid resources including debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 3.3 of the accounts.

Responsibility for accounts

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information, and to establish that the Company's Auditor is aware of that information.

Going concern

After making enquiries and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. The going concern assumption assumes that the Company will maintain its VCT status with HMRC.

02 Directors' report - Directors' report

The Directors acknowledge the uncertainty in the macroeconomic and equity market. The Board nevertheless considers the Company to be well placed to continue to operate for at least 12 months from the date of this report, as the Company has sufficient liquidity to pay its liabilities as and when they fall due and also to invest in new opportunities as they arise.

The Directors have considered the liquidity of the Company and its ability to meet obligations as they fall due for a period of at least 12 months from the date that these financial statements are approved. As at 30 September 2025, the Company held cash balances and investments in OEICs with a value of £26 million, representing 12 per cent of the Company's Net Asset Value.

The Company has no debt, and it is expected that the Company will remain ungeared for the foreseeable future.

The Directors have assessed the Company's ability to cover its annual running costs under several liquidity scenarios in which the value of liquid assets (including AIMtraded investments and OEICs) has been subject to sensitivity analysis. The Directors noted that under none of these scenarios was the Company unable to cover its costs.

The Company's forecasts and cash flow projections, taking into account the current economic environment and other potential changes in performance, show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buyback programme and dividend policy.

Future developments

The outlook for the Company is set out in the Chair's Statement on page 10.

Listing rule disclosure

Details of share allotments are on page 39. The Company confirms that there are no other items which require disclosure under Listing Rule 6.6.4R in respect of the year ended 30 September 2025.

Information required by DTR 4.1.8 is included in the Strategic Report on pages 5 to 35 and incorporated into this Directors' report by reference.

Streamlined energy and carbon reporting

The Company has no greenhouse gas emissions to report from its operations nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013. The Company consumed less than 40,000 kWh during the financial year and therefore qualifies as a low-energy user under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. In accordance with the Regulations, the Company is exempt from providing detailed energy and carbon information, and this information has not been included in the Directors' Report for that reason.

Further information in relation to the Manager's integration of ESG factors in management of the Company's portfolio is set out on pages 25 to 27 of the Strategic Report.

Under Listing Rule 11.4.22(R), the Company, as a closed-ended investment fund, is exempt from complying with the Task Force on Climate-related Financial Disclosures.

Annual General Meeting

The next AGM will be held on 19 March 2026, and all shareholders are invited to attend. Details of the business to be conducted at the meeting, as well as information on how to register will be included in the Notice of AGM and on the Baronsmead Venture Trust website. The Board is of the opinion that the passing of all resolutions being put to the AGM would be in the best interests of BVT and its shareholders. The Directors recommend that shareholders vote in favour of all resolutions as set out in the Notice of Meeting, as they intend to do in respect of their own shareholdings.

Post balance sheet events

Post balance sheet events are disclosed in note 3.6 of the accounts.

By Order of the Board

Gresham House Asset Management Ltd

Company Secretary 5 New Street Square, London EC4A 3TW

22 December 2025

Corporate governance

This Corporate Governance statement forms part of the Directors' report.

Background

The UK Corporate Governance Code ("UK Code") as issued by the Financial Reporting Council ("FRC") in July 2018 is applicable for the year under review and can be viewed at www.frc.org.uk .

The related AIC Code issued by the AIC in February 2019 addresses all the relevant principles set out in the UK Code. The FRC has confirmed that AIC member companies, such as BVT, who report against the AIC Code will be meeting their obligations in relation to the UK Code and the associated disclosure requirements under the Listing Rules. The AIC Code can be viewed at www.theaic.co.uk .

Statement of compliance

Throughout the year, the Company complied with the principles and provisions of the AIC Code. The Board considers that reporting against the AIC Code provides shareholders with relevant information on the Company's corporate governance framework. The table on the following pages reports on the Company's compliance with the AIC Code.

AIC
Code	Principle	Compliance Statement
	BOARD LEADERSHIP AND PURPOSE
A.	A successful company is led by an effective board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to wider society. The board should ensure that the necessary	The Board are committed to using their collective, extensive experience to foster healthy debate and drive business strategy for the long-term sustainable success of the Company. The Board comprises Directors who have specific expertise in Venture Capital, VCTs and shareholder engagement. Further details of the Directors biographies can be found on pages 37 to 38. All Directors are independent and controls are in places to identify and manage conflicts of interest where these arise.
	resources, policies and practices are in place for the company to meet its objectives and measure performance against them.	The Company's investment objective is to achieve long-term investment returns for private investors within a tax efficient structure and the Board ensures that all decisions are made responsibly. The Board and the Manager are committed to managing the business and its investment strategy in a sustainable manner and the Board emphasises the importance of ESG in its investment decisions and risk management.
B.	The board should establish the company's purpose, values and strategy, and satisfy itself that these and its culture are aligned.	The Company's purpose includes its investment objective, which is to achieve long-term investment returns for private investors, within a tax efficient structure. This is achieved by investing in a diverse portfolio of primarily UK growth businesses whether unquoted or traded on AIM.
	All directors must act with integrity, lead by example and promote the desired culture.	The Board promotes an open and inclusive culture in its interactions with the Manager, shareholders and other stakeholders, to support the delivery of its purpose, values and strategy. Further details of what the Directors consider an important element of culture can be found on page 33.
C.	The board should ensure that the necessary resources are in place for the company	The Board regularly reviews the performance of the Company and the performance and resources of the Manager and service providers, to ensure the Company can meet its objectives.
	to meet its objectives and measure performance against them. The board	At each quarterly meeting, the Board receives a report on the performance of its investments benchmarked to the wider VCT sector, any industry issues, as well as forecasts for future periods.
	should also establish a framework of prudent and effective controls, which enable risk to be assessed and managed.	The Board has agreed specific KPIs with the Manager to enable both parties to monitor performance and compliance with the agreed investment policy. The Directors regularly review the Company's risk management framework and seek additional information from the Manager to supplement these reports.
		The Board holds an annual strategy meeting to set strategic and performance objectives for the year ahead and has an established framework for monitoring and evaluating the performance of its third-party service providers.
D.	In order for the company to meet its responsibilities to shareholders and	The Board takes its responsibility to shareholders and stakeholders into account and considers the opinions of all parties when making any decision.
	stakeholders, the board should ensure effective engagement with, and encourage participation from, these parties.	The Directors place considerable importance on shareholder engagement and communications with all stakeholders. Shareholders who wish to contact the Board may do so by writing to the Chair at the Company's Registered office or by emailing the Chair at [email protected]. All Directors make themselves available to meet shareholders at the Company's AGM.
		The Directors' Statement on meeting their responsibilities under Section 172 of the Companies Act 2006 can be found on pages 32 to 35.

	02 Directors' report - Corporate governance
AIC Code	Principle	Compliance Statement
E	Principle E from the UK Code is not included in the AIC Code with the agreement of the FRC	Principle E of the UK Code describes the Board's responsibilities for workforce policies and practices – the Company does not have any employees, therefore, this principle is not relevant.

DIVISION OF RESPONSIBILITIES

F.	The Chair leads the board and is responsible for its overall effectiveness in directing the company. They should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the Chair facilitates constructive board relations and the effective contribution of all Non

	Executive Directors, and ensures that directors receive accurate, timely and clear information.

There is a clear division of responsibility between the Board, the Chair, the Manager, and the Company's third-party service providers. A policy is in place which sets out the responsibilities of the Chair and the Senior Independent Director, and is available on the Company's website.

The Chair is responsible for leading the Board and its overall effectiveness in directing the affairs of the Company, ensuring that all Directors receive accurate, timely and clear information, and helping to promote a culture of openness and debate. The Chair takes a leading role in ensuring effective communication with shareholders and other stakeholders. All of these areas are considered as part of the annual Board evaluation, and more information on the outcomes of the latest review can be found on page 51.

The Board meets regularly throughout the year and prior to each Board, Valuation and Committee meeting without the Manager in attendance. Directors meet between formal meetings to discuss matters where more time is required.

G. The board should consist of an appropriate combination of directors (and, in particular, independent non-executive directors) such that no one individual or small group of individuals dominates the board's decision making.

There were four Non-Executive Directors on the Board as at 30 September 2025. Mr Probin is the Senior Independent Director and serves as an intermediary for the Company's shareholders. Details of the composition of the Board and the polices governing Board appointments and independence can be found within the Nomination Committee report on page 51.

H. Non-Executive Directors should have sufficient time to meet their board responsibilities. They should provide constructive challenge, strategic guidance, offer specialist advice and hold third-party service providers to account.

As part of the annual Board performance review, the contributions of each Director and the time commitment made by each Director are considered. Directors' other commitments are regularly reviewed, and any new appointments are considered by the Board to ensure there is no conflict of interest.

The details and outcome of the 2025 Board evaluation can be found on page 51.

I. The board, supported by the company secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently.

The Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are in place and followed, and that applicable rules and regulations are complied with. The Company Secretary is also responsible for ensuring good information flows between all parties. The Directors have access to independent professional advice at the Company's expense where they judge it necessary to discharge their responsibilities properly.

AIC Code	Principle	Compliance Statement
	COMPOSITION, SUCCESSION AND EVALUATION
J.	Appointments to the board should be subject to a formal, rigorous and transparent procedure, and an effective succession plan should be maintained. Both appointments and succession plans should be based on merit and objective criteria and, within this context, should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.	The Board has established a Nomination Committee, which leads the appointment process of new Directors as and when vacancies arise. Further information on appointments and the Company's relevant policies can be found within the Nomination Committee report on page 52.
K.	The board and its committees should have a combination of skills, experience, and knowledge. Consideration should be given to the length of service of the board as a whole and membership regularly refreshed.	The Directors' biographical details are set out on pages 37 and 38 and demonstrate the wide range of skills and experience that each Director brings to the Board. Both the Nomination Committee and the Board annually review the composition of the Board and the succession plans for each Director to ensure that the Board has the skills and experience necessary for the management of the Company, having regard to anticipated challenges and opportunities. Further information, including details of the Company's Tenure and Reappointment policy, can be found within the Nomination Committee report on page 52.
L.	Annual evaluation of the board should consider its composition, diversity and how effectively members work together to achieve objectives. Individual evaluation should demonstrate whether each director continues to contribute effectively.	The Board evaluates its own performance and that of its Committees and the Chair on an annual basis. The details and outcome of the 2025 Board evaluation can be found on page 51.
	AUDIT, RISK AND INTERNAL CONTROL
M.	The board should establish formal and transparent policies and procedures to ensure the independence and effectiveness of external audit functions and satisfy itself on the integrity of financial and narrative statements.	The Audit & Risk Committee established a Non-Audit Services policy which ensures that any work outside the scope of the standard audit work requires prior approval by the Audit & Risk Committee or the Board to avoid impairing the external auditor's independence. No non-audit services have been provided by BDO LLP during the financial year and the Committee continues to believe that BDO LLP remains independent. Further information on the independence of the external auditor and the work of the Audit & Risk Committee can be found on pages 47 to 50.

02 Directors' report - Corporate governance

03 Financial Statements 04 Appendices 05 Information

AIC Code	Principle	Compliance Statement
N.	The board should present a fair, balanced and understandable assessment of the	The Audit & Risk Committee has reviewed the Audited Annual Report and Financial Statements and agrees that it presents a fair, balanced, and understandable assessment of the Company's position and prospects.
	company's position and prospects.	Further information can be found on page 47.
O.	The board should establish procedures to manage risk, oversee the internal control framework and determine the nature and	Risks faced by the business are considered, monitored and assessed on a regular basis by the Manager and formally by the Board at each Board meeting. Details of the Company's principal risks and uncertainties, and the appropriate measures taken to mitigate each risk can be found on pages 23 to 24.
	extent of the principal risks the company is willing to take in order to achieve its long term strategic objectives.	The Audit & Risk Committee receives service provider internal control reports which are collated by the Manager. The performance of all third party service providers is reviewed at least annually by the Management Engagement and Remuneration Committee. Further details can be found on page 54.
	REMUNERATION
P.	Remuneration policies and practices should be designed to support strategy and	With respect to Directors' remuneration, the Company follows the recommendation of the AIC Code that Non Executive Directors' remuneration should reflect the time commitment and responsibilities of the role.
	promote long-term sustainable success.	Further details of the policy are set out on page 56.
Q.	A formal and transparent procedure for developing policy remuneration should be established. No director should be involved in deciding their own remuneration outcome.	The Board's Management Engagement and Remuneration Committee considers at least annually the level of the Board's fees, in accordance with the Remuneration Policy approved by shareholders at the AGM held in 2025.
		Further details on the Directors' remuneration is contained in the Directors' Remuneration Report on pages 54 to 59.
R.	Directors should exercise independent	All Directors of the Company are independent Non-Executive Directors, and all Directors are members of the
	judgement and discretion when authorising	Management Engagement and Remuneration Committee.
	remuneration outcomes, taking account of company and individual performance, and wider circumstances.	Further information can be found in the Directors' Remuneration Report on page 55.

The Board's Committees

The Board has delegated certain responsibilities to its Audit, Management Engagement and Remuneration and Nomination Committees. Given the size and nature of the Board, it is felt appropriate that all Directors are members of each of the Committees. The Board has established formal Terms of Reference for each of the Committees, which are available on the Company's website at www.baronsmeadvcts.co.uk, and from the Company Secretary upon request.

Audit & Risk Committee report

Chair: Mr David Melvin

Membership

All Directors are members of the Audit & Risk Committee, and this includes the Chair of the Board. The Committee's Chair, Mr David Melvin, is a qualified Chartered Accountant. All Audit & Risk Committee members consider that, individually and collectively, they are independent and each appropriately experienced to fulfil their role on the Audit & Risk Committee through recent financial experience gained from senior positions in the venture capital and/ or financial services sectors. The constitution and performance of the Committee is reviewed annually.

Key responsibilities:

1 Reviewing the content and integrity of the Annual and Half-Yearly Financial Statements;
2 Reviewing compliance with HMRC VCT tests;
3 Reviewing the Company's internal control and risk management systems;
4 Reviewing the remuneration and terms of appointment of the external auditor;
5 Reviewing the effectiveness of the external audit process in accordance with regulatory requirements;
6 Ensuring auditor objectivity and independence is safeguarded, particularly in the context of the provision of non-audit services; and
7 Providing a forum through which the auditor may report to the Board.

Matters considered by the Audit & Risk Committee during the year

The Audit & Risk Committee met three times during the year and undertook work outside of these formal meetings. At these meetings, the Committee addressed the following significant issues:

Review of Annual and Half-Yearly Financial Statements

The Audit & Risk Committee reviewed the Annual Financial Statements and the Half-Yearly Financial Statements during the period, with a particular focus on areas requiring judgment, as well as the critical accounting policies, and made recommendations to the Board in relation to these financial statements.

A significant area of focus during these reviews was the valuation of the unquoted investments.

Outcome: Significant issues considered by the Committee in relation to the Annual Financial Statements are described below. Following the review, the Committee has concluded that the Annual Report for the year ended 30 September 2025, taken as a whole, is fair, balanced, and reasonable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy, and has reported these findings to the Board.

Valuation of investments

The Manager has confirmed that all valuations had been prepared in accordance with IPEV guidelines and had taken account of the latest available information about the investee companies as well as current index and market data.

The Audit & Risk Committee spent a considerable amount of time discussing the Manager's valuation process, methodology and control systems used to draft valuations of the Company's investment portfolio.

During the year, the Manager carried out a gap analysis against the FCA's recommendations arising from the Regulator's recent review of private market valuation practices. The Directors reviewed and discussed the results with the Manager to gain additional comfort that the Manager continued to follow all applicable regulations, as well as best practice recommendations.

02 Directors' report - Audit & Risk Committee report

Outcome: As part of the formal valuations process, the Directors met quarterly to assess the appropriateness of the estimates and judgements made by the Manager during the valuation process and used this information as the basis for their review and approval of valuations.

Compliance with the VCT tests

The Company engages PwC as its VCT Status Adviser to advise on its compliance with the legislative requirements relating to VCTs.

The Audit & Risk Committee met with PwC to review its report which demonstrated and confirmed ongoing compliance with the HMRC VCT rules. The Audit & Risk Committee Chair also met with the Company's VCT tax advisor PwC to gain further insight, as well as to get to know the team and its expertise.

Outcome: No breaches of the VCT rules had been reported to the Directors during the year under review. The Audit & Risk Committee continues to work with the Company's advisors to maintain the policies and controls necessary for the Board to ensure full compliance with the VCT rules.

Internal controls and risk management systems

The Audit & Risk Committee oversees the operation of the Company's risk management and internal control systems, with procedures designed to identify and manage, rather than completely eliminate, risk.

The Company is exposed to a variety of risks and uncertainties. The Board, through delegation to the Audit & Risk Committee, has undertaken a review of the principal risks facing the Company, together with a review of any emerging risks that may have arisen during the year to 30 September 2025, including those that may threaten its business model, future performance, solvency or liquidity.

A Risk Register records the risks that the Company is exposed to, including, market, investment, operational and regulatory risks, and the controls employed to mitigate these risks. The residual risks are rated taking into account their potential impact, as well as the mitigating factors and, where necessary, corrective action is taken.

Outcome: During the year, the Manager had carried out a detailed review of the Company's risk reporting and as a result, updated it to facilitate oversight by the Committee and the Board. The principal risks and uncertainties faced by the Company can be found on pages 23 and 24, where we describe what risks the Company is facing, the possible impacts and mitigations.

Internal audit function

The Company does not have an internal audit function. All the Company's management functions are delegated to independent third parties whose controls are monitored by the Audit & Risk Committee and ultimately, the Board.

Outcome: The Committee remained of the opinion that there is no need for an internal audit function and this decision will continue to be reconsidered by the Audit & Risk Committee on an annual basis.

The Audit & Risk Committee receives service provider ISA3402 controls and internal audit reports which provide a view on the quality of the control systems operated within the Company's third-party service providers, including the Manager.

Outcome: As a result of the review of these reports and the further enquires undertaken, the Audit & Risk Committee was satisfied that each service provider had the control systems in place to continue to deliver their service effectively.

Cyber security

The Manager periodically reviews the cyber security procedures and controls of its service providers on behalf of the Board. The Manager's Compliance Officer has presented the Manager's cyber security procedures to the Audit & Risk Committee and the Committee had the opportunity to interrogate the results of that review.

Outcome: During the year, no significant issues had been brought to the Committee's attention. Throughout the year, the Audit & Risk Committee continued to receive updates from the Manager to ensure that the procedures in place are robust and enable ongoing compliance with the applicable legislation and regulations, as well as with best practice.

Review of governance and future changes

During the year under review, the Audit & Risk Committee considered governance matters, including the amendments to the AIC Code.

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02 Directors' report - Audit & Risk Committee report

The Committee analysed whether any changes to its processes and procedures were necessary in order for the Company to comply with the upcoming changes to reporting on the review and effectiveness of internal controls. From 1 January 2026, Provision 34 of the AIC Corporate Governance Code (Provision 29 in the UK Corporate Governance Code) will require that, in addition to monitoring and reviewing the Company's risk management and internal controls framework, the Board will also need to report on, in more detail, how that is carried out; the Directors will also need to make a declaration to shareholders on the effectiveness of the material controls, and describe those, if any, that have not operated effectively at the end of our financial year.

Outcome: The new requirement will formally apply to the Company for the financial year beginning on 1 October 2026. In the next Annual Report, the Committee will report in more detail on any changes the Company might introduce in order to prepare for these enhancements to current reporting, and the following year, the Board will make the required declarations.

Going concern and long-term viability

The Audit & Risk Committee has considered the Company's long-term financial requirements and viability for the next three years, using forecasts provided by the Manager.

This assessment included the review of possible fluctuations in investment valuations, and the impact of changes in interest rates, inflationary pressures and other geopolitical and macro-economic factors on the Company's liquidity and on the financial statements disclosures.

Outcome: As a result of this assessment, the Audit & Risk Committee concluded that the Company had adequate resources to continue in operation and meet its liabilities as they fall due both for the forthcoming year and until 2028. Related long-term viability and going concern statements are included on pages 30 and 40 respectively.

External Auditor

The Audit & Risk Committee meets the Audit Partner from BDO LLP ("BDO") throughout the year, to discuss BDO's report on the Company's 2024 audit and agree the audit plan and fees for the 2025 audit. These discussions included examination of the Auditor's independence. Since the year end, and as part of the review of the 2025 audit process, the Committee has met the BDO Partner in the absence of the Manager to discuss progress of the audit and issues that arose during the audit. The Audit & Risk Committee has also discussed the outcome of 2025 Financial Reporting Council's annual assessment of BDO's audit quality with the Audit Partner.

The FRC had reported that BDO's inspection results were significantly short of expectations and that recurring findings remained.

The Audit & Risk Committee has reviewed the detailed FRC inspection report and has discussed the FRC's findings along with BDO's action plan with the Audit Partner. BDO confirmed that the firm was committed to addressing these issues with urgency and transparency, and welcomed the FRC's continued engagement and oversight as the firm implemented its improvement programme.

The Audit & Risk Committee notes the confirmation of progress that BDO has provided and will continue to monitor its progress. Relevant feedback from the Regulator has informed the setting of materiality and audit testing parameters as described in the Auditors report on page 63.

Audit Partner Rotation & Tenders

The Auditor was first appointed by shareholders as the independent Auditor to audit the financial statements for the year ended 30 September 2021. Consequently, the Company will carry out a tender process no later than in respect of the financial year ending 30 September 2030.

In accordance with professional guidelines, the senior Audit Partner is rotated at least every five years. The current senior Audit Partner started working with the Company in 2021 and is therefore, set to change in 2026. The Committee has discussed the process of the upcoming Partner rotation with BDO and will continue to liaise with the Auditor as needed. A tender for external audit services will be undertaken in line with guidance to complete one at least every ten years.

Review of effectiveness of external audit

Through meetings with the Auditor, the Audit & Risk Committee has had the opportunity to question and challenge BDO in respect of their plans, independence and their reports on issues relating to the audit.

Separately, the Audit & Risk Committee also undertakes a formal review of the effectiveness of the external audit after the annual audit had concluded.

Outcome: The Committee discussed the Auditor's performance, the quality and expertise of its team and how the Auditor has met the Audit Plan. The Directors also seek feedback from the Manager. Every year, the Audit & Risk Committee also discusses the results of the FRC's annual Audit Quality Reviews with BDO, as noted above. Taking all those elements into consideration, the Committee was satisfied that the Auditor had carried out its duties in a diligent and professional manner and provided a good level of service to the Company.

Non-audit services

In line with the FRC's guidance, the Audit & Risk Committee maintains a non-audit services policy to help to ensure that the Auditor's independence and objectivity is not impaired. The policy is reviewed annually and outlines those services that the external Auditor is prohibited from providing as well as those that require pre-approval from the Audit & Risk Committee.

Outcome: During the period, no non-audit services have been provided by BDO.

Re-Appointment of the Auditor

Taking into account the confirmation from the Auditor on the result of BDO's independence reviews, the Audit & Risk Committee was satisfied that BDO remains independent and its appointment remains in the best interests of the Company.

Outcome: A resolution to re-appoint BDO as the Company's Auditors will be proposed at the 2026 AGM.

An audit fee of £55,400 (exclusive of VAT) (2024: £53,000 exclusive of VAT) has been agreed in respect of the year ended 30 September 2025.

Review of the Audit & Risk Committee effectiveness and Terms of Reference

The Audit & Risk Committe e has reviewed its effectiveness, both as part of a focus on continuing improvement, and specifically in the context of the responsibilities outlined in its Terms of Reference. Since the year end, the Audit & Risk Committee's Terms of Reference have been reviewed and can be found on the Company's website at www.baronsmeadvcts.co.uk .

David Melvin

Audit & Risk Committee Chair 22 December 2025

About Baronsmead

Nomination Committee report

Chair: Ms Fiona Miller Smith

Fiona is the Chair of the Nomination Committee except when considering Chair succession. All Directors are members of the Committee.

Key responsibilities:

1 Lead the process for the appointments of new Directors to the Board as and when appropriate
2 Consider and make a recommendation on the resolutions relating to the election and re-election of Directors
3 Consider and make a recommendation on the orderly succession planning of the Board and the need to have a balance of skills, experience, knowledge, and diversity amongst Directors
4 Lead the performance review of the Board, its Committees and Directors

Board Composition and Directorate changes

During the year, the Committee supported the Board with two appointments. In June 2024, the Company announced that Susannah Nicklin would retire from the Board at the end of June 2024. Subsequently, in January 2025, the Company announced that Isabel Dolan, a Non-Executive Director and the Chair of the Audit & Risk Committee, also retired from the Board. Therefore, the Committee had led two searches with the support of the Manager's Talent team to replace Susannah and Isabel. The Company did not use an external search agency. Subsequently, in April 2025, the Committee was pleased to recommend the appointment of Mr David Melvin and Mr Mandeep Singh to the Board.

David joined the Board on 1 April 2025 as a Non-Executive Director and Chair of the Audit & Risk Committee. David is an investment and financial services professional with over 30 years of experience in investment banking and private equity, he is also a Chartered Accountant.

Mandeep joined the Board on 1 April 2025 as a Non-Executive Director. Mandeep is an experienced founder, CEO, Non-Executive Director, and investor with expertise, and a proven track record in scaling tech businesses.

Outcome: With these changes in mind, the Nomination Committee considered the composition of the Board and concluded that, collectively, the Directors held the skills, experience and knowledge that are essential to effectively exercise its duties and responsibilities.

Board evaluation

In order to review the effectiveness of the Board as a whole, its Committees, the individual Directors (including the independence of each Director) and the Chair, the Company undertakes a thorough annual performance review by way of a tailored questionnaire, meetings between Board members and the Chair and completion of selfevaluation questionnaires, confidentially shared between Directors and the Chair. The Chair led the evaluation, which covered the functioning of the Board as a whole, composition and diversity of the Board, the effectiveness of the Board Committees and the independence and contribution made by each Director. Each Director also completed a self‑evaluation questionnaire reflecting on their personal contribution and commitment as a Director during the period and discussed any key individual areas of focus with the Chair.

Each Director evaluated, assessed and reflected on the Board's operations, individual Director contributions and the Company's leadership, and sought to identify and address any areas requiring improvement.

This year, the key theme that emerged from this was that the Board should focus its attention on the management and performance of the unquoted portfolio. In addition, the Board felt that further work should be undertaken to understand the views of shareholders, including potentially conducting a shareholder survey, direct contact with key shareholders and discussions with IFAs and wealth managers.

Outcome: The results of the evaluation process indicated that the Board continued to function well and there were no significant concerns raised regarding the effectiveness of the Board, its Committees and that of individual Directors and the Chair. Accordingly, the Nomination Committee remains satisfied with the performance of the Board, its Committees and that of individual Directors and the Chair.

The Nomination Committee is also responsible for assessing the time commitment required for each Board appointment and making sure that the Directors have sufficient time to fulfil their duties.

02 Directors' report - Nomination Committee report

Outcome: Following this year's review, the Committee was satisfied that all Board members were able to, and did, devote an appropriate amount of time to the business of the Company.

Succession planning, diversity and new appointments process

The Nomination Committee reviews the size and structure of the Board annually, the Directors also continue to consider longer-term succession planning.

During the year, the Committee reviewed the Diversity Policy, which outlines the Board's commitment to diversity and sets out how the Board considers issues of Board balance and diversity when making new appointments.

The Nomination Committee aims to attract directors with diverse skills and experience and recommends appointments to the Board, based on merit, so vacancies are fulfilled by the most qualified candidates. When considering future appointments, the Nomination Committee seeks to promote diversity of gender, social and ethnic backgrounds as well as cognitive and personal strengths to aid effective decision making, and looks for candidates, whose skills, knowledge and experience align with the Company's longer-term strategic aims. The Committee considers the use of external consultants when shortlisting candidates, if required.

In line with the requirements of the Listing Rules, companies are required to report against the following diversity and inclusion targets:

a) At least 40 per cent of individuals on the Board to be women;
b) At least one senior Board position to be held by a woman (such as Chair, / SID, Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO"); and
C) At least one individual on the Board to be from a minority ethnic background.

Accordingly, in line with Listing Rule 6 Annex 1R, the below tables show the gender and ethnic background of the Directors at the date of this Report.

Gender identity or sex	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID andChair)*
Men	3	75%	1
Women	1	25%	1
Not specified/ prefer not to say	–	–

Ethnic background	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)*
White British or other White (including minority White groups)	3	75%	2
Mixed/Multiple Ethnic Groups	–	–	–
Asian/Asian British	1	25%	–
Black/African/Caribbean/Black British	–	–	–
Other ethnic group, including Arab	–	–	–
Not specified/prefer not to say	–	–	–

^* The company is externally managed and does not have executive management functions, specifically it does not have a CEO or CFO.

The information presented in these tables was collected on a self-reporting basis.

Outcome: The Board is pleased to have met the two of the three recommendations. The Company has a small Board and remains of the view that a Board of four can effectively lead the Company; diversity, in all its forms, will remain an important consideration when the Committee considers any future appointments.

Tenure and Reappointment policy

The Board maintains a Tenure and Reappointment Policy (the "Policy"), according to which the Board will seek to recruit a Director on average every 3-4 years which will result in an average Director tenure of seven years or less; the Policy covers the whole Board, including the Chair.

The Board intends to maintain a range of experience from Directors who have served on the Board for varying periods of time. This approach aims to preserve the cumulative experience and understanding of the Company, the commitments, and the knowledge of the investment portfolio amongst Directors, while benefiting from fresh thinking and promoting diversity.

Outcome: All Directors stand for re‑election at every AGM. Resolutions to re-elect Ms Miller Smith and Mr Probin, and to elect Mr Melvin and Mr Singh will be proposed at the 2026 AGM.

The table below sets out the Directors' attendance at scheduled, quarterly meetings held during the year, as well as scheduled Committee meetings held during the year, against the number of meetings each Director was eligible to attend.

		Board of Directors		Audit Committee		Management Engagement and Remuneration Committee		Nomination Committee
				Eligible Attended Eligible Attended Eligible Attended Eligible Attended
Fiona Miller Smith	4	4	3	3	3	3	2	2
Michael Probin	4	4	3	3	3	3	2	2
Isabel Dolan	1	1	1	1	1	1	1	1
David Melvin	2	2	2	2	2	2	1	1
Mandeep Singh	2	2	2	2	2	2	1	1

The Directors also held additional meetings to discuss the valuations of unquoted investments in the portfolio, the Company's fundraising offer to shareholders, the resignation of Directors and changes to the Board composition.

Fiona Miller Smith

Nomination Committee Chair

22 December 2025

02 Directors' report

Directors' remuneration report

The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.

The law requires the Company's auditor, BDO, to audit certain disclosures. Where disclosures have been audited, they are indicated as such. The auditor's opinion is included in the Independent Auditor's Report on pages 61 to 67.

An ordinary resolution to approve the Directors' Remuneration Report will be proposed at the forthcoming AGM on 19 March 2026.

Management Engagement and Remuneration Committee Report

Chair: Mr Michael Probin

Annual Statement from the Chair of the Management Engagement and Remuneration Committee

The Management Engagement and Remuneration Committee ('MERC' or 'the Committee') is chaired by Michael Probin and comprises all the Directors of the Company. As explained in the Corporate Governance Statement on pages 42 to 46, given the size and nature of the Company it is felt appropriate that all Directors are members of the Committee. The Company has no executive directors and considers all the Non-Executive Directors to be independent. The Committee's key responsibilities are:

1 Reviewing and agreeing with the Board, the Directors' remuneration policy and the fees for the Company's Non-Executive Directors, within the limits set in the Company's Articles of Association
2 Reviewing the appropriateness of the Manager's appointment (including key executives thereof) together with the terms and conditions of the appointment
3 Reviewing (at least annually) the contractual relationship with the Manager and scrutinising and holding the Manager to account for its performance

Manager duties

The Board delegates the execution of the Company's investment strategy and the management of assets to the Manager through the Management Agreement, subject to the Board being kept informed of all material developments in the Company's portfolio.

The Committee remains confident in the Manager's capabilities and its ability to continue to achieve results through finding, making, managing and selling investments on behalf of the Company and by adapting to changes in the regulatory environment as necessary.

Relationship with the Manager

The Board continues to work closely with the Manager concerning the performance of its duties and notes that Gresham House supports the UK Stewardship Code and complies with its guidelines regarding proxy voting and engagement.

The MERC keeps the performance of the Manager under regular review. In accordance with the requirements of the AIC Code, the Committee reviews the performance of the Manager's obligations under the Management Agreement and considers the need for any variation to the terms of the Management Agreement on an annual basis. The Committee then makes a recommendation to the Board on the continuing appointment of the Manager. The Committee also regularly reviews the performance of each of the other service providers and any matters concerning their respective appointments.

Outcome: It is considered that the Manager has executed the Company's investment strategy according to the Board's expectations. Accordingly, the Directors believe that the continuing appointment of Gresham House Asset Management Limited as the Manager of the Company, on the terms agreed, is in the best interests of the Company and its shareholders as a whole. The regular review of the Manager is in the process of being updated by the adoption of a range of strategic and operational KPIs which the Manager will be accountable for delivering against. The KPIs will be set in accordance with the Manager's own performance ambitions and as such align with their own view of what the Manager believes is both realistic and achievable over the short to medium term. Once agreed, it is intended that the Managers progress on meeting these KPIs will be reported to shareholders.

Remuneration

Each year, when the MERC reviews the Directors' fees, the Committee takes into account all of the Directors' duties and responsibilities, and how the Board members discharged them. The Committee also considers whether the fees are comparable with others in the VCT industry, relative to the Net Asset Value, so that the Board can attract and retain suitably qualified candidates in accordance with the Company's remuneration policy. In addition, the Committee also has regard to the workload that individual Directors and the Chair undertake as members of the Board, feedback from shareholders, the performance of the Company's portfolio, and the prevailing rate of Consumer Price Index ("CPI") at the time.

The Directors set the Company's investment strategy as well as its policy objectives. They then monitor the performance of the Company against the strategic and policy objectives. Directors prepare for, and attend, quarterly Board meetings and the quarterly valuation meetings, through which they review the valuations of unquoted investee companies to arrive at the appropriate valuations. The Directors monitor compliance with all regulatory matters including the various VCT tests that are vital to maintain its VCT qualifying status. The Directors will assess the requirement for further fundraisings and attend various Board meetings concerning the preparation for and implementation of these fundraisings. They are also responsible for monitoring the key risks to the Company and for scrutiny of all costs. Where needed, the Directors usually lead and attend a number of other ad hoc meetings. This work is in addition to the time taken up in the formal meetings of the Board.

Outcome: In December 2024, the MERC met to consider the level of Directors' fees from 1 October 2024. The Committee carefully considered the required time commitments, and recommended that it was appropriate to increase the Directors' base fees by 1.7 per cent, which was in line with CPI as at 30 September 2024. Prior to

2024, the fee of the Chair of the Company had been higher to reflect the additional time commitments, and in December 2024, the Committee decided to clearly define small supplemental fees for the Chair of the Audit & Risk Committee as well as the Senior Independent Director for the additional time and responsibilities associated with those roles.

In September 2025, the MERC met again to review the Directors' fees effective from 1 October 2025. The Committee recommended adjusting the Directors' base fees by 3.8 per cent, in line with CPI as of 30 September 2025. The supplementary fees for the Chair and Audit & Risk Committee Chair were also reviewed against comparable VCTs and as a result, the MERC proposed that the Chair's supplementary fee increase to £7,000 and the Audit & Risk Committee Chair's to £3,000.

The Board is of the view that it is in the shareholder's best interests that the Directors' remuneration ensures that the Company can attract and retain high calibre non-executive directors with the right mix of skills and experience necessary, taking into account all of the aspects of the investment and regulatory environment in which it operates. The benefit of changing the description of the Directors fee to show a 'base' plus a 'supplement', is that the Board can distinguish between any 'cost of living' changes (expressed through the CPI) and any changes stemming from the market or regulatory environment. Furthermore, the Board will be able to make those distinctions known to shareholders and other stakeholders in future Remuneration Reports.

None of the Board members provided advice, services or was otherwise involved in deciding their own remuneration.

Therefore, with effect from 1 October 2025, the Directors' remuneration changed as follows:

	Expected fees for year ending 30 September 2026			Fees for year to 30 September 2025			% change
		Base			Base		from 2025
	Supplement	NED fee	Total	Supplement	NED fee	Total	to 2026
Non Executive Director	_	£33,420	£33,420	-	£32,200	£32,200	3.8%
Chair	£7,000	£33,420	£40,420	£6,000	£32,200	£38,200	5.8%
Senior Independent Director	£2,000	£33,420	£35,420	£2,000	£32,200	£34,200	3.6%
Audit & Risk Committee Chair	£3,000	£33,420	£36,420	£2,000	£32,200	£34,200	6.5%

Directors' remuneration policy

The Board's policy is that the remuneration of Non-Executive Directors should reflect the experience of the Board as a whole, be fair and comparable to that of other relevant venture capital trusts and investment companies, in particular those that are similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee properly the Company and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs.

The remuneration policy, as set out in the box, was last approved by members at the AGM held on 12 March 2025. There are no proposed changes to the policy therefore, it is intended that this policy will continue for the year ending 30 September 2026. Regardless of whether the Company proposes any changes to the Directors' Remuneration Policy, an Ordinary Resolution to approve it will be put to shareholders at least once every three years. The policy is next due for approval in 2028.

Fees for any new Non-Executive Director who is appointed to the Board will be set in accordance with the Company's Remuneration Policy.

The Directors are not eligible to receive pension entitlements or bonuses, and no other benefits are provided. The Directors are not entitled to participate in any long-term incentive plan or share option schemes. Fees are paid to the Directors on a monthly basis and are in no way performance related.

The Directors do not have service contracts with the Company; however, their appointment letters do include a three-month notice period. As a result, the Company's policy on termination payments is for a payment of three months in lieu for Directors who are not requested to work their notice period. Directors' terms and conditions for appointment are set out in the letters of appointment which are available for inspection at the registered office of the Company.

No external party or person provided advice or services in respect of their consideration of Directors' remuneration.

Statement of implementation of the Remuneration Policy in respect of the financial year ending 30 September 2026

The Management Engagement and Remuneration Committee intends to review the Directors' fees in late 2026, when it will determine the fees effective from 1 October 2026. In the absence of unforeseen circumstances, the Committee does not expect any other changes.

Shareholder views on remuneration

Shareholder views in respect of Directors' remuneration are communicated at the Company's AGM and are taken into account in formulating the Directors' remuneration policy.

The votes cast at the last AGM were as follows:

Remuneration report (2025 AGM voting figures)

	Number of votes	Percentage of votes cast
For	19,812,281	95.35%
Against	965,832	4.64%
Votes withheld	574,131

Remuneration policy(2025 AGM voting figures)

	Number of votes	Percentage of votes cast
For	19,795,837	95.30%
Against	975,584	4.69%
Votes withheld	580,823

Annual remuneration report

Scheme interests awarded during the financial year

The Company does not operate any share incentive plans. The Directors do not receive any remuneration or any part of their fee in the form of shares in the Company, options to subscribe for shares, warrants or any other equity-based scheme.

Company performance

The Board is responsible for the Company's investment strategy and performance, although the management of the Company's investment portfolio is delegated to the Manager through the management agreement, as referred to in the Directors' report. The graph compares, for the ten years ended 30 September 2025, the percentage change over each period in the share price total return (assuming all dividends are reinvested) to shareholders compared to the share price total return of approximately 40 generalist VCTs (source: FE Analytics), which the Board considers to be the most appropriate benchmark for investment performance measurement purposes. An explanation of the performance of the Company is given in the Chair's Statement and Manager's Review on pages 7 to 10 and 11 to 14.

VCT Generalist All-Share Total Return Source: FE Analytics

Total remuneration paid to each Director

	2025	2024
Year to 30 September	£	£
Isabel Dolan1	19,073	29,012
Les Gabb2	N/A	7,912
Susannah Nicklin3	N/A	23,737
Michael Probin	34,200	31,649
Fiona Miller Smith	38,200	37,345
David Melvin4	17,100	N/A
Mandeep Singh5	16,100	N/A
Total	124,673	129,655

1. Isabel Dolan was appointed as a Non-Executive Director on 1 November 2023 (and subsequently became the Chair of the Audit & Risk Committee on 31 December 2023), she since retired as a Non-Executive Director on 21 January 2025.
1. Les Gabb retired as Non-Executive Director and Chair of the Audit & Risk Committee of the Company on 31 December 2023.
1. Susannah Nicklin retired as a Non-Executive Director and the SID of the Company on 30 June 2024. Her total remuneration included travel expenses.
1. David Melvin was appointed as a Non-Executive Director and Chair of the Audit & Risk Committee on 1 April 2025.
1. Mandeep Singh was appointed as a Non-Executive Director on 1 April 2025.

There are no variable elements of remuneration to disclose. The information in the above table has been audited.

Annual percentage change in remuneration of directors

Directors' pay has changed over the last five years, as set out in this table:

		2024 to		2023 to		2022 to		2021 to
	2025	2025	2024	2024	2023	2023	2022	2022	2021
	£	%	£	%	£	%	£	%	£
Non-Executive Director (base fee)	32,200	1.7	31,649	6.7	29,662	5.0	28,250	3.1	27,400
Chair	38,200	2.3	37,345	17.4	31,815	5.0	30,300	3.1	29,400
Audit & Risk Committee Chair	34,200	8.1	31,649	6.7	29,662	5.0	28,250	3.1	27,400
Senior Independent Director	34,200	8.1	31,649	6.7	29,662	5.0	28,250	3.1	27,400

There are no further fees to disclose as the Company has no employees, chief executive or executive directors.

The below table is required to be included in accordance with The Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008. It should be noted that the figures below are not directly comparable due to:

the payment of the final dividend for the prior year within the current financial year; and
a fundraising which was conducted between January 2025 and June 2025.

	Year to 30 September 2025 £	Year to 30 September 2024 £	Percentage change
Total Directors' fees	124,673	129,655	(4)
Shares repurchased	7,925,000	4,006,000	98
Dividends	15,045,000	15,906,000	(5)
NAV	216,709,000	212,183,000	2

The Directors' fees as a percentage of NAV for the year to 30 September 2025 were 0.058 per cent and for the year to 30 September 2024 were 0.061 per cent.

Directors' interests (audited)

There is no requirement under the Company's Articles of Association or the terms of their appointment for Directors to hold shares in the Company. The interests of the Directors in the shares of the Company (including their connected persons) as at 30 September 2025 were as follows:

	30 September 2025 Ordinary 10p shares	30 September 2024 Ordinary 10p shares
Isabel Dolan1	N/A	37,261
Michael Probin	130,988	86, 235
Fiona Miller Smith	26,258	16,811
David Melvin2	37,702	N/A
Mandeep Singh2	–	N/A
Total	194,948	140,307

1. Isabel Dolan retired as a Non-Executive Director on 21 January 2025.
1. David Melvin and Mandeep Singh were appointed to the Board on 1 April 2025.

On 20 November 2025, Michael Probin bought 22,498 shares under the Prospectus for Offers for Subscription issued in October 2025, bringing his total holding to 153,486. There have been no further changes to the reported holdings between 30 September 2025 and the date of this report.

Approved by the Board of Directors and signed by

Michael Probin

Chair of the Management Engagement and Remuneration Committee

22 December 2025

Statement of Directors' responsibilities

Statement of Directors' responsibilities in respect of the Annual Report and Financial Statements

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently
make judgements and estimates that are reasonable and prudent
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements
assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Responsibility statement of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge:

the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company taken as a whole
the management report, which incorporates the Chair's Statement, the Strategic Report and Directors' report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces

We consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

On behalf of the Board

Fiona Miller Smith

Chair

22 December 2025

Independent auditor's report

to the members of Baronsmead Venture Trust plc

Opinion on the financial statements

In our opinion the financial statements:

give a true and fair view of the state of the Company's affairs as at 30 September 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Baronsmead Venture Trust plc (the 'Company') for the year ended 30 September 2025 which comprise the income statement, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.

Independence

Following the recommendation of the audit committee, we were appointed by the Board of Directors on 28 May 2021 to audit the financial statements for the year ended 30 September 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is 5 years, covering the years ended 30 September 2021 to 30 September 2025. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

Obtaining the VCT compliance reports prepared by management's expert during the year and as at year end and reviewing the calculations therein to check that the Company was meeting its requirements to retain VCT status;
Consideration of the Company's expected future compliance with VCT legislation, the absence of bank debt, contingencies and commitments and any market or reputational risks;
Reviewing the forecasted cash flows that support the Directors' assessment of going concern, challenging assumptions and judgements made in the forecasts, and assessing them for reasonableness. In particular, we considered the available cash resources relative to the forecast expenditure which was assessed against the prior year for reasonableness; and
Evaluating the Directors' method of assessing the going concern basis in light of market volatility and the present uncertainties in economic recovery created by macro-economic factors.

02 Directors' report - Independent auditor's report

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

		2025	2024
Key audit matters	Valuation of unquoted investments	4	4
Materiality	Company financial statements as a whole
	£3.85m (2024:£3.74m) based on 2% (2024: 2%) of Net assets.

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

Valuation of unquoted investments

(Notes 2.3, 3.3 of the financial statements)

We consider the valuation of unquoted investments to be the most significant audit area as there is a high level of estimation uncertainty involved in determining the unquoted investment valuations.

There is also an inherent risk of management override arising from the unquoted investment valuations being prepared by the Investment Manager, who is remunerated based on the value of the net assets of the VCT, as shown in note 2.6.

For these reasons we considered the valuation of unquoted investments to be a key audit matter.

How the scope of our audit addressed the key audit matter

Our unquoted investments valuation testing was risk based where individual investments were assessed based on the following criteria: fair value at year end exceeding performance materiality, fair value at year end exceeding performance materiality and untested in detail in the prior year, movement between current year and prior year fair value exceeding performance materiality, change in the valuation methodology from prior year unless change is from more complex to less complex methodology, if the company experienced a significant event during the year, change in the gross enterprise value from prior year by 10% or more and if the most recent funding round is more than 1 year old. For 100% of the unquoted portfolio our procedures included:

Considering whether the valuation methodology was the most appropriate in the circumstances under the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines. Where there was a change in valuation methodology from prior year, we assessed whether the change was appropriate

Investment policy
and objective

About Baronsmead Venture Trust plc

01 Strategic report 02 Directors' report

02 Directors' report - Independent auditor's report

03 Financial Statements 04 Appendices 05 Information

4

Œ
2
Œ

7	(	7

Key audit matter	How the scope of our audit addressed the key audit matter
Valuation of unquoted investments (continued)	ƒ Considering the change in market multiples and discount applied from prior year and if they were supported by the performance of the underlying investment
	ƒ Checking that the valuation was based on recent financial information and reviewed the arithmetic accuracy of the valuation
	Our sample of unquoted investment valuations selected for detailed testing was risk based where individual investments were assessed based on certain risk criteria.
	For the unquoted investments sample selected for detailed testing our procedures included:
	ƒ Re-performing the calculation of the investment
	ƒ Corroborating and benchmarking key inputs and estimates to independent information from our own research and against metrics from the most recent investments
	ƒ Challenging the assumptions inherent to valuation of unquoted investments and assessment of impact of the estimation uncertainty concerning these assumptions and the disclosure of these uncertainties in the financial statements
	ƒ Where appropriate, we performed sensitivity analysis on the valuation calculations where there was sufficient evidence to suggest reasonable alternative inputs might exist

Key audit matter	How the scope of our audit addressed the key audit matter
Valuation of unquoted investments (continued)	Key observations Based on the procedures performed we consider the unquoted investment valuations to be appropriate considering the level of estimation uncertainty.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

02 Directors' report - Independent auditor's report

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

Company financial statements
------------------------------

	2025	2024
	£	£
Materiality	3,848,000 3,744,000
Basis for determining materiality	in the year.	2% of net assets adjusted for significant fundraising
Rationale for the benchmark applied	In setting materiality, we have had regard to the nature and disposition of the investment portfolio. Given that the VCT's portfolio is highly weighted in listed equities and also comprising unquoted investments which would typically have a wider spread of reasonable alternative possible valuations, we have applied a percentage of 2% of net assets adjusted for significant fundraising in the year. The basis for setting materiality has been set as net assets which is considered to be the key area of focus for the users of the financial statements, given
Performance materiality	2,886,000 2,808,000
Basis for determining performance materiality	75% of materiality
Rationale for the percentage applied for performance materiality	The level of performance materiality applied was set after having considered a number of factors including the expected total value of known and likely misstatements and the level of transactions in the year.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £192,000 (2024:£187,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report and audited financial statements other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Corporate governance statement

The UK Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.

02 Directors' report - Independent auditor's report

03 Financial Statements 04 Appendices 05 Information

Going concern and longer-term viability	ƒ The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on pages 40 to 41 and;
	ƒ The Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 30.
Other Code provisions	ƒ Directors' statement on fair, balanced and understandable set out on page 60;
	ƒ Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 23 to 24;
	ƒ The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 47 to 50; and
	ƒ The section describing the work of the audit committee set out on pages 47 to 50.

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic
report and
Directors'
report

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report.

Directors' remuneration	In our opinion, the part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Matters on which we are required	We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
to report by exception	ƒ adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
	ƒ the financial statements and the part of the Directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
	ƒ certain disclosures of Directors' remuneration specified by law are not made; or
	ƒ we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

Our understanding of the Company and the industry in which it operates;
Discussion with management and those charged with governance and the Audit Committee;
Obtaining and understanding of the Company's policies and procedures regarding compliance with laws and regulations;

we considered the significant laws and regulations to be the Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice represented by the Statement of Recommended Practice ("the SORP") and updated in 2022 with consequential amendments and the applicable financial reporting framework. We also considered the Company's qualification as a VCT under UK tax legislation.

Our procedures in respect of the above included:

Agreement of the financial statement disclosures to underlying supporting documentation;
Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations;
Obtaining the VCT compliance reports prepared by management's expert during the year and as at year end and reviewing their calculations to check that the Company was meeting its requirements to retain VCT status; and
Reviewing minutes of meeting of those charged with governance throughout the period for instances of non-compliance with laws and regulations.

Fraud

We assessed the susceptibility of the financial statement to material misstatement including fraud.

Our risk assessment procedures included:

Enquiry with the Investment Manager, the Administrator and those charged with governance and the Audit Committee regarding any known or suspected instances of fraud;
Obtaining an understanding of the Company's policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.

Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of unquoted investments and management override of controls.

02 Directors' report - Independent auditor's report

Our procedures in respect of the above included:

In addressing the risk of valuation of unlisted investments, the procedures set out in the key audit matter section in our report were performed;
In addressing the risk of management override of control, we:
Tested journals posted in the preparation of the financial statements by agreeing to supporting documentation and evaluating whether there was evidence of bias by the Investment Manager and the Administrator that represented a risk of material misstatements due to fraud;
Incorporated unpredictability into our testing by selecting a sample of immaterial expenses that would not otherwise have been selected for testing;
Reviewed the significant judgements made in the unlisted investment valuations and considering whether the valuation methodology is the most appropriate;
Considered any indicators of bias in our audit as a whole; and
Performed a review of unadjusted audit differences, if any, for indications of bias or deliberate misstatement.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Vanessa-Jayne Bradley

(Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor London, UK 22 December 2025

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

For the year ended 30 September 2025

Income statement

		Year ended 30 September 2025			Year ended 30 September 2024
	Notes	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Gains on investments	2.3	–	3,566	3,566	–	14,023	14,023
Income	2.5	4,100	–	4,100	3,572	–	3,572
Investment management fee and performance fee	2.6	(935)	(2,806)	(3,741)	(900)	(2,699)	(3,599)
Other expenses	2.6	(708)	–	(708)	(701)	–	(701)
Profit before taxation		2,457	760	3,217	1,971	11,324	13,295
Taxation	2.9	(16)	16	–	–	–	–
Profit for the year, being total comprehensive income for the year		2,441	776	3,217	1,971	11,324	13,295
Return per ordinary share:
Basic and diluted	2.2	0.61p	0.19p	0.80p	0.53p	3.03p	3.56p

All items in the above statement derive from continuing operations.

There are no recognised gains and losses other than those disclosed in the Income statement.

The revenue column of the Income statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS") 102. The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC SORP").

The notes on pages 73 to 91 form part of these financial statements.

Statement of changes in equity

For the year ended 30 September 2025

	Non-distributable reserves		Distributable reserves
Notes	Called-up share capital £'000	Share premium £'000	Revaluation reserve £'000	Capital reserve* £'000	Revenue reserve £'000	Total £'000
At 1 October 2024	42,446	20,036	30,853	115,215	3,633	212,183
Profit/(loss) after taxation	–	–	2,693	(1,917)	2,441	3,217
Net proceeds of share issues	4,685	19,615	–	(260)	–	24,040
Cost of share buybacks	–	–	–	(7,965)	–	(7,965)
Dividends paid 2.4	–	–	–	(10,416)	(4,629)	(15,045)
Return of unclaimed dividends	–	–	–	279	–	279
At 30 September 2025	47,131	39,651	33,546	94,936	1,445	216,709

For the year ended 30 September 2024

			Non-distributable reserves		Distributable reserves
	Notes	Called-up share capital £'000	Share premium £'000	Revaluation reserve £'000	Capital reserve* £'000	Revenue reserve £'000	Total £'000
At 1 October 2023		38,162	–	20,357	133,959	2,414	194,892
Profit after taxation		–	–	10,496	828	1,971	13,295
Net proceeds of share issues		4,284	20,036	–	(395)	–	23,925
Cost of share buybacks		–	–	–	(4,027)	–	(4,027)
Net proceeds of sale of shares from treasury		–	–	–	8	–	8
Dividends paid	2.4	–	–	–	(15,154)	(752)	(15,906)
Share premium cancellation costs		–	–	–	(4)	–	(4)
At 30 September 2024		42,446	20,036	30,853	115,215	3,633	212,183

^* Of the distributable reserves noted above £20,345,000 (2024: £52,069,000) is not available for dividend distribution due to HMRC VCT rules.

The notes on pages 73 to 91 form part of these financial statements.

Balance sheet

As at 30 September 2025 Company Number: 03504214

		As at 30 September 2025	As at 30 September 2024
Fixed assets	Notes	£'000	£'000
Investments	2.3	214,415	212,252
Current assets
Debtors	2.7	2,948	463
Cash at bank and on deposit		523	752
		3,471	1,215
Creditors (amounts falling due
within one year)	2.8	(1,177)	(1,284)
Net current assets/(liabilities)		2,294	(69)
Total assets less current liabilities		216,709	212,183
Net assets		216,709	212,183

	Notes	As at 30 September 2025 £'000	As at 30 September 2024 £'000
Capital and reserves
Called-up share capital	3.1	47,131	42,446
Share premium	3.2	39,651	20,036
Capital reserve	3.2	94,936	115,215
Revaluation reserve	3.2	33,546	30,853
Revenue reserve	3.2	1,445	3,633
Equity shareholders' funds		216,709	212,183
Net asset value per share – Basic and diluted	2.1	51.87p	54.84p

The notes on pages 73 to 91 form part of these financial statements.

The financial statements were approved, and authorised for issue, by the Board of Directors of Baronsmead Venture Trust plc on 22 December 2025 and were signed on its behalf by:

Fiona Miller Smith

Chair

Statement of cash flows

For the year ended 30 September 2025

	Year ended 30 September 2025 £'000	Year ended 30 September 2024 £'000
Cash flows from operating activities
Investment income received	2,121	1,963
Deposit interest received	19	38
Investment management fees paid	(3,829)	(3,523)
Other cash payments	(738)	(626)
Net cash outflow from operating activities	(2,427)	(2,148)
Cash flows from investing activities
Purchases of investments*	(50,195)	(34,994)
Disposals of investments	51,353	33,246
Net cash inflow/(outflow) from investing activities	1,158	(1,748)
Financing activities
Gross proceeds of share issues	25,000	25,000
Gross proceeds from sale of shares from treasury	–	8
Gross cost of share buybacks	(7,925)	(4,007)
Costs of share issues	(960)	(1,075)
Costs of share buybacks	(29)	(31)
Equity dividends paid	(15,045)	(15,906)
Other costs charged to capital	(1)	(21)
Net cash inflow from financing activities	1,040	3,968
(Decrease)/increase in cash	(229)	72

	Year ended 30 September 2025 £'000	Year ended 30 September 2024 £'000
Reconciliation of net cash flow to movement in net cash
(Decrease)/increase in cash	(229)	72
Opening cash at bank and on deposit	752	680
Closing cash at bank and on deposit	523	752
Reconciliation of profit before taxation to net cash outflow from operating activities
Profit before taxation	3,217	13,295
Gains on investments	(3,566)	(14,023)
Income reinvested	(2,104)	(1,322)
Increase/(decrease) in debtors	143	(255)
(Decrease)/increase in creditors	(117)	157
Net cash outflow from operating activities	(2,427)	(2,148)

^* Including payment for investment of £2.35 million completed post year end. Excluding accumulation dividends and income reinvested.

The notes on pages 73 to 91 form part of these financial statements.

Notes to the financial statements

For the year ended 30 September 2025

We have grouped notes into sections under three key categories:

1. Basis of preparation
1. Investments, performance and shareholder returns
1. Other required disclosures

The key accounting policies have been incorporated throughout the notes to the financial statements adjacent to the disclosure to which they relate. All accounting policies are included within an outlined box.

1 Basis of preparation

1.1 Basis of accounting

These Financial Statements have been prepared under FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and in accordance with the Statement of Recommended Practice ("SORP") for investment trust companies and venture capital trusts issued by the Association of Investment Companies ("AIC") in November 2014 and last updated in July 2022 and on the assumption that the Company maintains VCT status with HMRC.

The application of the Company's accounting policies requires judgement, estimation and assumptions about the carrying amount of assets and liabilities. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

After making the necessary enquiries, including those made during the preparation of the viability statement in the Strategic Report, the Directors believe that it is reasonable to expect that the Company will continue to be able to meet its liabilities as and when they fall due for a period of at least 12 months, therefore it is appropriate to apply the going concern basis in preparing the financial statements.

The Directors acknowledge the current economic and geo-political environment, however the Directors consider the Company to be well placed to continue to operate for at least 12 months from the date of this report. The Company has no debt and has sufficient liquidity to meet both its contracted expenditure and its discretionary cash outflows, including to invest in new opportunities as they arise. The Directors note that the Company's third-party suppliers are not experiencing any significant operational difficulties affecting their respective services to the Company. The Directors have also assessed the Company's ability to cover its annual running costs under several liquidity scenarios in which the value of liquid assets (including AIM-traded investments and OEICs) has been subject to sensitivity analysis, taking into account the current economic environment and other, plausibly possible changes in performance. It is therefore appropriate to apply the going concern basis in preparing the financial statements.

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2 Investments, performance and shareholder returns

2.1 Net asset value per share

	Number of ordinary shares		Net asset value per share attributable		Net asset value attributable
	30 September	30 September	30 September	30 September	30 September	30 September
	2025	2024	2025	2024	2025	2024
	number	number	pence	pence	£'000	£'000
Ordinary shares (basic)	417,765,430	386,878,657	51.87	54.84	216,709	212,183

2.2 Return per share

	Weighted average number of ordinary shares		Return per ordinary share		Net profit after taxation
	30 September	30 September		30 September	30 September	30 September
	2025	2024	30 September 2025	2024	2025	2024
	number	number	pence	pence	£'000	£'000
Revenue	403,742,813	373,425,403	0.61	0.53	2,441	1,971
Capital	403,742,813	373,425,403	0.19	3.03	776	11,324
Total			0.80	3.56	3,217	13,295

2.3 Investments

The Company has fully adopted sections 11 and 12 of FRS 102.

Purchases or sales of investments are recognised at the date of transaction at fair value.

Investments are subsequently measured at fair value through profit and loss. For listed securities this is either bid price or the last traded price, depending on the convention of the market on which the investment is traded.

In respect of collective investment vehicles, which consists of investments in openended investment companies authorised in the UK, this is the published price.

In respect of unquoted investments, these are valued at fair value by the Directors using methodology which is consistent with the International Private Equity and Venture Capital guidelines ("IPEV Guidelines").

Judgements

The key judgements in the fair valuation process are:

i) The Manager's determination of the appropriate application of the IPEV Guidelines to each unquoted investment;
ii) The Directors' consideration of whether each fair value is appropriate following detailed review and challenge. The judgement applied in the selection of the methodology used for determining the fair value of each unquoted investment can have a significant impact upon the valuation.

Estimates

The key estimate in the financial statements is the determination of the fair value of the unquoted investments. This estimate is key as it significantly impacts the valuation of the unlisted investments at the balance sheet date. The fair valuation process involves estimates using inputs that are unobservable (for which market data is unavailable). Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimate. As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in Other Price Risk Sensitivity in note 3.3 on pages 87 to 91. The risk of an over or underestimation of fair values is greater when methodologies are applied using more subjective inputs.

Assumptions

The determination of fair value for unquoted investments involves key assumptions dependent upon the valuation methodology used. The primary methodologies applied are:

i) Cost of recent investment
ii) Multiple basis.

The enterprise value of the investment may be determined by applying a suitable price-earnings ratio, revenue or gross profit multiple to that company's historic, current or forecast earnings before interest, tax, depreciation and amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Manager compared to the sector including, inter alia, scale and liquidity.

iii) Offer less 10 per cent.

Where Heads of Terms have been agreed or a formal offer received from a third party for an investee company, and it is the intention of the Manager to accept it, a discount of 10% is applied to the offer price.

The nature of the unquoted portfolio will influence the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates.

The Cost of recent investment approach involves holding the investment at the price set in the latest available funding round, taking into account, amongst other things, factors such as the time lapsed since the last round.

However, consideration is given to the facts and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered.

As a result, various multiples based techniques are employed to assess the valuations particularly in those companies with established revenues. Valuations are cross-checked for reasonableness by employing relevant alternative techniques.

The Multiple approach involves more subjective inputs than the Cost of recent investment and Offer approaches and therefore presents a greater risk of over or under estimation

03 Financial Statements 04 Appendices 05 Information

The key assumptions for the multiples basis are:

the selection of companies on which to determine a basket of comparative multiples;
the determination of maintainable historic or forecast earnings, revenue or gross profit;
the appropriateness of the discount magnitude applied for reduced liquidity and other qualitative factors;
identifying surplus cash.

Gains and losses arising from changes in the fair value of the investments are included in the Income statement for the year as a capital item. Transaction costs on acquisition are included within the initial recognition and the profit or loss on disposal is calculated net of transaction costs on disposal.

All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income statement.

The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to determine the valuation.

Level 1 Fair value is measured based on quoted prices in an active market.
Level 2 Fair value is measured based on directly observable current market prices or indirectly being derived from market prices.
Level 3 Fair value is measured using a valuation technique that is not based on data from an observable market.

	As at 30 September 2025 £'000	As at 30 September 2024 £'000
Level 1
Investments traded on AIM	64,156	65,966
Collective investment vehicles	4,766	–
Level 2
Collective investment vehicles	91,588	95,060
Unquoted investments	397	–
Level 3
Unquoted investments	53,508	51,226
	214,415	212,252

03 Financial Statements 04 Appendices 05 Information

For the year ended 30 September 2025

	Level 1		Level 2		Level 3
	Traded on AIM £'000	Collective investment vehicles £'000	Unquoted £'000	Collective investment vehicles £'000	Unquoted £'000	Total £'000
Opening book cost	50,718	–	–	72,986	57,695	181,399
Opening unrealised appreciation/(depreciation)	15,248	–	–	22,074	(6,469)	30,853
Opening fair value	65,966	–	–	95,060	51,226	212,252
Movements in the year:
Transfer between levels	(3,735)	–	726	–	3,009	–
Purchases at cost*	619	5,017	–	33,719	10,595	49,950
Sale – proceeds	(1,863)	–	–	(39,994)	(9,496)	(51,353)
Sale – realised gains/(losses) on sales	590	–	–	(288)	4,797	5,099
Unrealised (losses)/gains realised during the year	(3,563)	–	–	600	(1,263)	(4,226)
Increase/(decrease) in unrealised appreciation	6,142	(251)	(329)	2,491	(5,360)	2,693
Closing fair value	64,156	4,766	397	91,588	53,508	214,415
Closing book cost	42,766	5,017	726	67,023	65,337	180,869
Closing unrealised appreciation/(depreciation)	21,390	(251)	(329)	24,565	(11,829)	33,546
Closing fair value	64,156	4,766	397	91,588	53,508	214,415
Equity shares	64,156	–	397	–	10,747	75,300
Preference shares	–	–	–	–	35,135	35,135
Loan notes	–	–	–	–	7,626	7,626
Collective investment vehicles	–	4,766	–	91,588	–	96.354
Closing fair value	64,156	4,766	397	91,588	53,508	214,415

^* The total Purchases at cost differ from the amount in the Statement of cash flows as a result of the net effect of loan interest accrued and accumulation dividends reinvested (£2.10 million) and payment for the investment completed post year end (£2.35 million).

03 Financial Statements - Notes to the financial statements

For the year ended 30 September 2024

	Level 1	Level 2	Level 3
		Collective
	Traded	investment
	on AIM	vehicles	Unquoted	Total
	£'000	£'000	£'000	£'000
Opening book cost	48,904	73,895	52,003	174,802
Opening unrealised
appreciation/(depreciation)	11,480	14,074	(5,197)	20,357
Opening fair value	60,384	87,969	46,806	195,159
Movement in the year:
Transfer between levels	(604)	–	604	–
Purchases at cost	3,853	23,317	9,146	36,316
Sale – proceeds	(7,558)	(25,465)	(223)	(33,246)
Sale – realised gains/(losses)
on sales	1,440	1,461	(2,115)	786
Unrealised gains/(losses)
realised during the year	4,683	(222)	(1,720)	2,741
Increase/(decrease) in unrealised
appreciation	3,768	8,000	(1,272)	10,496
Closing fair Value	65,966	95,060	51,226	212,252
Closing book cost	50,718	72,986	57,695	181,399
Closing unrealised appreciation/
(depreciation)	15,248	22,074	(6,469)	30,853
Closing fair Value	65,966	95,060	51,226	212,252
Equity shares	65,966	–	6,440	72,406
Preference shares	–	–	35,085	35,085
Loan notes	–	–	9,701	9,701
Collective investment vehicles	–	95,060	–	95,060
Closing fair Value	65,966	95,060	51,226	212,252

The gains and losses included in the above table have all been recognised in the Income statement on page 69.

In the year ending 30 September 2025, two investments held, I-nexus Global plc and Merit Group plc, previously Level 1, were transferred to Level 3 following their delistings from AIM.

One investment held, Scholium Group plc, previously level 1, was transferred to level 2 as it is now being priced using JP Jenkins, a platform for trading unlisted assets, following its delisting from AIM.

One investment held, Fulcrum Utility Services Ltd, previously level 3, following its delisting from AIM was transferred to Level 2 as it is now being priced using JP Jenkins, a platform for trading unlisted assets.

In the year ending 30 September 2024, two investments held, Fulcrum Utility Services Ltd and LoopUp Group plc, previously Level 1, were transferred to Level 3 following their delistings from AIM.

The Company received £11.4 million (2024: £7.8 million) from investments sold in the year, excluding liquidity funds redeemed of £40.0 million (2024: £25.5 million). The book cost of these investments when they were purchased was £10.8 million (2024: £5.5 million). These investments have been revalued over time and until they were sold any unrealised gains or losses were included in the fair value of the investments.

Equity dividends payable are recognised when the shareholders' right to receive payment is established. For interim dividends this is when they are paid and for final dividends this is when they are approved by shareholders.

	Year ended 30 September 2025			Year ended 30 September 2024
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Amounts recognised in the year:
For the year ended 30 September 2025
Interim dividend of 1.75p per ordinary share paid on 8 September 2025	3,481	3,910	7,391	–	–	–
For the year ended 30 September 2024
Final dividend of 2.00p per ordinary share paid on 17 March 2025	1,148	6,506	7,654	–	–	–
Interim dividend of 1.75p per ordinary share paid on 9 September 2024	–	–	–	388	6,405	6,793
For the year ended 30 September 2023
Final dividend of 2.50p per ordinary share paid on 8 March 2024	–	–	–	364	8,749	9,113
	4,629	10,416	15,045	752	15,154	15,906

2.5 Income

Interest income on loan notes and dividends on preference shares are accrued on a daily basis and recognised in the Income Statement. Provision is made against this accrued income where recovery is doubtful.

Where the terms of unquoted loan notes only require interest or a redemption premium to be paid on redemption, the interest and redemption premium is recognised within the valuation of the investment and recognised within gains or losses on investments. When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return the redemption premium should be recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. A redemption premium of £nil (2024: £nil) was received for the year ended 30 September 2025.

Dividends on quoted shares are recognised as income when the related investments are marked ex-dividend and where no dividend date is quoted, when the Company's right to receive payment is established.

		Year ended 30 September 2025			Year ended 30 September 2024
	Quoted securities £'000	Unquoted securities £'000	Total £'000	Quoted securities £'000	Unquoted securities £'000	Total £'000
Income from investments
Dividend income	1,879	–	1,879	2,153	–	2,153
Interest income	1,133	1,068	2,201	1,038	352	1,390
	3,012	1,068	4,080	3,191	352	3,543
Other income
Deposit interest			20			28
Other interest			–			1
Total income			4,100			3,572

All investments have been included at fair value through profit or loss on initial recognition, therefore all investment income arises on investments at fair value through profit or loss.

2.6 Investment management fee and other expenses

All expenses are recorded on an accruals basis.

Management fees are allocated 25 per cent income and 75 per cent capital derived in accordance with the Board's expected split between long term income and capital returns. Performance fees are allocated 100 per cent against capital.

The WS Gresham House Equity Funds and Strategic Equity Capital plc are also managed by Gresham House. Arrangements are in place to avoid the double charging of fees.

	Year ended 30 September 2025			Year ended 30 September 2024
	Revenue Capital Total £'000 £'000 £'000			Revenue £'000	Capital £'000	Total £'000
Investment management fee	935	2,806	3,741	900	2,699	3,599
	935	2,806	3,741	900	2,699	3,599

The management agreement may be terminated by either party giving 12 months' notice of termination.

The Manager, Gresham House Asset Management Ltd, receives a fee of 2 per cent per annum of the net assets of the Company, calculated and payable on a quarterly basis.

The Manager is entitled to a performance fee if at the end of any calculation period, the total return on shareholders' funds exceeds the threshold of the higher of 4 per cent or base rate plus 2 per cent on shareholders' funds (calculated on a compound basis). The Manager is entitled to 10 per cent of the excess. The amount of any performance fee which is paid in respect of a calculation period shall be capped at 5 per cent of shareholders' funds at the end of the period.

Amounts payable to the Manager at the year end are disclosed in note 2.8.

03 Financial Statements 04 Appendices 05 Information

Other expenses

	Year ended	Year ended
	30 September	30 September
	2025	2024
	£'000	£'000
Directors' fees	125	130
Secretarial and accounting fees paid to the Manager	174	164
Auditor's fees for statutory audit (including VAT)	66	64
Other	343	343
	708	701

Information on directors' remuneration is given in the directors' remuneration table on page 55. During the year there was no remuneration due to the auditors for non-audit services (2024: £nil).

2.7 Debtors

	Year ended	Year ended
	30 September	30 September
	2025	2024
	£'000	£'000
Prepayments and accrued income	599	463
Restricted Funds*	2,349	–
	2,948	463

^* Restricted funds relates to £2,349,000 paid on 25 September 2025 for additional investment into SecureCloud+ Limited. The transaction completed on 1 October 2025.

2.8 Creditors (amounts falling due within one year)

	Year ended	Year ended
	30 September	30 September
	2025	2024
	£'000	£'000
Management, secretarial and accounting fees due	1,012	1,139
Other creditors	165	145
	1,177	1,284

2.9 Tax

UK corporation tax payable is provided on taxable profits at the current rate.

Provision is made for deferred taxation, without discounting, on all timing differences and is calculated using substantively enacted tax rates.

This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted.

A reconciliation of the tax (credit)/charge to the profit before taxation is shown below:

	Year ended 30 September 2025			Year ended 30 September 2024
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Profit before taxation	2,457	760	3,217	1,971	11,324	13,295
Corporation tax at a rate of 25.0 per cent (2024: 25.0 per cent)	614	190	804	493	2,831	3,324
Effect of:
Non-taxable gains	–	(892)	(892)	–	(3,506)	(3,506)
Non-taxable dividend income	(470)	–	(470)	(538)	–	(538)
Losses carried forward	(128)	686	558	45	675	720
Tax charge/(credit) for the year	16	(16)	–	–	–	–

At 30 September 2025, the Company had tax losses of £26,955,104 (2024: £24,545,649). A deferred tax asset of £6,738,776 (2024: £6,136,412) has not been recognised because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period. Accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses. Due to the Company's status as a VCT, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

3 Other required disclosures

3.1 Called-up share capital

Allotted, called-up and fully paid:

For the year ended 30 September 2025	£'000
424,464,819 ordinary shares of 10p each listed at 30 September 2024	42,446
46,842,282 ordinary shares of 10p each issued during the year	4,685
471,307,101 ordinary shares of 10p each listed at 30 September 2025	47,131
37,586,162 ordinary shares of 10p each held in treasury at 30 September 2024	(3,758)
15,955,509 ordinary shares of 10p each repurchased during the year and held in treasury	(1,596)
53,541,671 ordinary shares of 10p each held in treasury at 30 September 2025	(5,354)
417,765,430 ordinary shares of 10p each in circulation at 30 September 2025	41,777
For the year ended 30 September 2024	£'000
381,621,257 ordinary shares of 10p each listed at 30 September 2023	38,162
42,843,562 ordinary shares of 10p each issued during the year	4,284
424,464,819 ordinary shares of 10p each listed at 30 September 2024	42,446
30,086,750 ordinary shares of 10p each held in treasury at 30 September 2023	(3,009)
7,514,412 ordinary shares of 10p each repurchased during the year and held in treasury	(751)
15,000 ordinary shares of 10p each sold from treasury during the year	2
37,586,162 ordinary shares of 10p each held in treasury at 30 September 2024	(3,758)
386,878,657 ordinary shares of 10p each in circulation at 30 September 2024	38,688

^* Carrying one vote each.

The 46,842,282 (2024: 42,843,562) ordinary shares were issued at an average price of 53.371p (2024: 58.352p).

During the year, the Company bought back 15,955,509 (2024: 7,514,412) ordinary shares, for a total consideration (including stamp duty) of £7,965,000 (2024: £4,027,000), and sold from treasury: nil (2024: 15,000) shares, this represents 4.1 per cent (2024: 2.1 per cent) of the ordinary shares in circulation at the beginning of the financial year.

Treasury shares

When the Company reacquires its own shares, they are held as treasury shares and not cancelled where permitted under legislation.

Shareholders have authorised the Board to sell treasury shares at a discount to the prevailing Net Asset Value subject to the following conditions:

It is in the best interests of the Company;
Demand for the Company's shares exceeds the shares available in the market;
A full prospectus must be produced if required; and
HMRC will not consider these 'new shares' for the purposes of the purchasers' entitlement to initial income tax relief.

3.2 Reserves

Gains and losses on realisation of investments of a capital nature are dealt with in the capital reserve. Purchases of the Company's own shares to be either held in treasury or cancelled are also funded from this reserve. When shares are reissued from treasury the original cost is allocated to the capital reserve with any gains allocated to share premium. 75 per cent of management fees are allocated to the capital reserve in accordance with the Board's expected split between long term income and capital returns.

For the year ended 30 September 2025

		Distributable reserves			Non-distributable reserves
	Capital	Revenue		Share	Revaluation
	reserve	reserve	Total	premium	reserve	Total
	£'000	£'000	£'000	£'000	£'000	£'000
At 1 October 2024	115,215	3,633	118,848	20,036	30,853	50,889
Gross proceeds of share issues	–	–	–	20,315	–	20,315
Purchase of shares for treasury	(7,925)	–	(7,925)	–	–	–
Expenses of share issue and buybacks	(300)	–	(300)	(700)	–	(700)
Reallocation of prior year unrealised losses/gains	(4,226)	–	(4,226)	–	4,226	4,226
Realised gain on disposal of investments#	5,099	–	5,099	–	–	–
Net decrease in value of investments#	–	–	–	–	(1,533)	(1,533)
Management fee charged to capital#	(2,806)	–	(2,806)	–	–	–
Taxation relief from capital expenses#	16	–	16	–	–	–
Profit after taxation#	–	2,441	2,441	–	–	–
Dividends paid in the year	(10,416)	(4,629)	(15,045)	–	–	–
Unclaimed Dividends received in the year	279	–	279	–	–	–
At 30 September 2025	94,936	1,445	96,381	39,651	33,546	73,197

For the year ended 30 September 2024

		Distributable reserves			Non-distributable reserves
	Capital reserve† £'000	Revenue reserve £'000	Total £'000	Share premium £'000	Revaluation reserve* £'000	Total £'000
At 1 October 2023	133,959	2,414	136,373	–	20,357	20,357
Gross proceeds of share issues	–	–	–	20,716	–	20,716
Purchase of shares for treasury	(4,007)	–	(4,007)	–	–	–
Sale of shares from treasury	8	–	8	–	–	–
Expenses of share issue and buy-backs	(415)	–	(415)	(680)	–	(680)
Expenses in relation to cancellation of Share Premium	(4)	–	(4)	–	–	–
Reallocation of prior year unrealised gains/losses	2,741	–	2,741	–	(2,741)	(2,741)
Realised gain on disposal of investments#	786	–	786	–	–	–
Net increase in value of investments#	–	–	–	–	13,237	13,237
Management fee charged to capital#	(2,699)	–	(2,699)	–	–	–
Profit after taxation#	–	1,971	1,971	–	–	–
Dividends paid in the year	(15,154)	(752)	(15,906)	–	–	–
At 30 September 2024	115,215	3,633	118,848	20,036	30,853	50,889

Of the distributable reserves noted above £20,345,000 (2024: £52,069,000) is not available for dividend distribution due to HMRC VCT rules.

The Company does not have any externally imposed capital requirements.

^* Changes in fair value of investments are dealt with in this reserve.

^# The total of these items is £3,217,000 (2024: £13,295,000), which agrees to the total profit for the year.

03 Financial Statements 04 Appendices 05 Information

3.3 Financial instruments risks

The Company's financial instruments comprise equity and fixed interest investments, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy to invest in a diverse portfolio of UK growth businesses.

The capital management objective is to invest in ordinary and preference shares, loan stocks, convertible securities, and permitted non‑qualifying investments as well as cash to achieve long-term positive investment returns, and provide tax-free dividends, balancing risk through portfolio diversification, and ensuring capital is used effectively for investors.

The Company's investing activities expose it to a range of financial risks. These key risks and the associated risk management policies to mitigate these risks are described below.

Market risk

Market risk includes price risk on investments and interest rate risk on investments and other financial assets and liabilities.

Price risk

The investment portfolio is managed in accordance with the policies and procedures described in the Strategic Report of the full Audited Annual Report and Financial Statement.

Investments in companies listed on the AIM market usually involve a higher risk than investments in larger companies quoted on a recognised stock exchange. The spread between the buying and selling price of such shares may be wide and the price used for valuation may be limited and many may not be achievable. The valuation of the portfolios and opportunities for realisation of AIM-traded investments within the portfolios may also depend on stock market conditions.

The Company aims to reduce these risks by diversifying the portfolio across business sectors and asset classes. The Board monitors the portfolio on a quarterly basis.

Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange. The fair valuation of these unquoted investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see 2.3 above).

Price risk sensitivity

The fair valuation of unquoted investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see note 2.3). A sensitivity analysis is provided below which recognises that the valuation methodologies employed involve different levels of subjectivity in their inputs. The sensitivity analysis below applied a wider range of input variable sensitivity to the Multiple method due to the increased subjectivity involved in the use of this method compared to the rebased cost method, which refers to the price of a recent investment. A 10 per cent to 20 per cent estimate is considered to be an appropriate illustration given historical volatility and market expectations of future performance.

03 Financial Statements 04 Appendices 05 Information

Price Sensitivity Risk table

As at 30 September 2025

		Fair Value	Sensitivity	Impact	Impact pence per	Impact % of net assets
Rebased cost	Latest funding round price	1,625	+/- 10%	163	–	+/-0.1
Multiples	Earnings applied	51,716	+/- 20%	4,169/(4,032)	1.9/(1.9)	1.0/(0.9)
	Multiples applied	51,716	+/- 20%	4,169/(4,032)	1.9/(1.9)	1.0/(0.9)
	Liquidity discount applied	51,716	+/- 20%	(1,458)/1,268	(0.7)/0.5	(0.4)/0.3
Bid price		62,732	+/- 20%	12,547	3.0	+/-5.8
Traded price		1,988	+/- 20%	398	0.1	+/-0.2
Published price		65,473	+/- 20%	13,094	3.3	+/-6
Traded price		4,766	+/- 20%	953	0.2	+/-0.4
	Valuation basis	Key variable inputs	£'000s	%	£'000s	share

As at 30 September 2024

Security	Valuation basis	Key variable inputs	Fair Value £'000s	Sensitivity %	Impact £'000s	Impact pence per share	Impact % of net assets
	Multiple	Earnings applied	50,140		+/- 20% 1,986/(2,651)	0.9/(1.2)	0.5/(0.7)
		Multiples applied	50,140		+/- 20% 1,986/(2,651)	0.9/(1.2)	0.5/(0.7)
		Liquidity discount applied	50,140	+/- 20%	(922)/642	(0.5)/0.3	(0.2)/0.2
	Bid price		61,905	+/-20%	12,381	3.2	+/-5.8
Unquoted AIM	Traded price		5,145	+/-20%	1,029	0.3	+/-0.5
Gresham House Equity Funds	Published price		68,500	+/-20%	13,700	3.5	+/-6.5

Key variable inputs/valuation bases

The key variable inputs applicable to each valuation basis will vary dependent on the particular circumstances of each unquoted company valuation. Where there has been a recent transaction, such as an initial investment being made into the company, or where there has been a subsequent external funding round, the key variable input will be the last funding round price. Where this is not the case, the valuation has been based on a multiple of estimated sustainable revenue/EBITDA. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant.

Latest funding round price

The latest funding round price is the key variable input in the valuation of a company when there has been a recent investment either by the Company or by another investor. This transaction provides evidence of the price an independent third party would be willing to pay for the investment. There is lower estimation uncertainty where this third party is an external investor, and higher estimation uncertainty where this is an internal investor (i.e. where the investor already has an investment in the company).

Estimated sustainable revenue/EBITDA

The selection of sustainable revenue or EBITDA will depend upon whether the company is sustainably profitable or not, and where it is not then revenues will be used in the valuation. The valuation approach may use prior year actuals, the last 12 months, or a forecast of revenue/EBITDA where deemed appropriate. The valuation approach will typically assess companies based on the prior year actuals or last 12 months of revenue or EBITDA, as this represents the most recently available trading information and therefore is viewed as the most reliable. Where the company has a history of accurate forecasting, or where there is a change in circumstance at the business which will impact revenue/EBITDA going forward, then a forecast or budget will be deemed most appropriate.

Selection of comparable companies or indices

03 Financial Statements 04 Appendices 05 Information

The selection of comparable companies or indices is assessed individually for each investment at the point of investment, and at each valuation thereafter. The key criteria in selecting appropriate comparable companies or indices are the industry sector, the business model, and the respective revenue/EBITDA growth rates of the company. Typically up to 15 comparable companies or indices will be selected for each investment to derive the adopted revenue/EBITDA multiple.

The Multiples can be derived from either listed companies with similar characteristics or recent comparable transactions. The value of the unquoted element of the portfolio may therefore also indirectly be affected by price movements on the listed exchanges.

Application of illiquidity discount

An illiquidity discount is applied to the majority of unquoted investments, reflecting that the Company usually holds a minority stake and that the realisation of the investment may require cooperation on the timing and sale price from other stakeholders. A standard illiquidity discount of 25 per cent is applied on all unquoted investments reflecting that the Company usually holds a minority stake and that the realisation of the investment may require cooperation on the timing and sale price from other stakeholders.

Interest rate risk

The Company has the following investments in fixed and floating rate financial assets:

		As at 30 September 2025		As at 30 September 2024
	Total investment	Weighted average interest rate	Weighted average time for which rate is fixed	Total investment	Weighted average interest rate	Weighted average time for which rate is fixed
Loan note securities	£'000 7,627	% 10.02	Years 3.45	£'000 9,701	% 11.80	Years 4.30
Floating rate sterling liquidity funds	26,115	–	–	26,559	–	–
Cash at bank and on deposit	523	–	–	752	–	–
	34,265			37,012

The fixed rate loan notes are not subject to interest rate risk and would therefore not impact the net assets.

Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total profits; a movement of 1% in interest rates would cause a movement in net assets of £289,000 (2024: £232,000).

Credit risk

Credit risk refers to the risk that a counterparty will default on its obligation resulting in a financial loss to the Company. The Manager monitors credit risk on an ongoing basis.

At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:

	As at 30 September 2025	As at 30 September 2024
	£'000	£'000
Cash at bank and on deposit	523	752
Interest, dividends and other receivables	599	463
Restricted funds	2,349	–
	3,471	1,215

Credit risk on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed earlier in the note.

Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk.

All the assets of the Company which are traded on a recognised exchange are held by JP Morgan Chase ("JPM"), the Company's custodian. The Board monitors the Company's risk by reviewing the custodian's internal controls reports as described in the Corporate Governance section of this report.

The majority of cash held by the Company is held by JPM. The Board monitors the Company's risk by reviewing regularly the internal control reports. Should the credit quality or the financial position of the bank deteriorate significantly the Manager will seek to move the cash holdings to another bank.

The most significant concentration of credit risk to counterparties as at 30 September 2025 is £2.3 million awaiting settlement (2024: Nil).

No individual investment exceeded 8.0 per cent of the net assets attributable to the Company's shareholders at 30 September 2025 (2024: 9.7 per cent).

Investment policy and objective

03 Financial Statements 04 Appendices 05 Information

About Baronsmead Venture Trust plc

01 Strategic report 02 Directors' report

Liquidity risk

The Company's financial instruments include investments in unquoted companies which are not traded in an organised public market, all of which generally may be illiquid. AIM traded equity investments also carry a degree of liquidity risk. As a result, the Company may not be able to quickly liquidate some of its investments in these instruments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer.

The Company's liquidity risk is managed on an ongoing basis by the Manager. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company is a closed-end fund, assets do not need to be liquidated to meet redemptions, and sufficient liquidity is maintained to meet obligations as they fall due.

At the year end the Company had financial liabilities of £1,177,000 (2024: £1,284,000). All financial liabilities were due within three months and were undiscounted (2024: same).

The Company maintains sufficient investments in cash and readily realisable securities (cash and OEICs) to pay accounts payable and accrued expenses. At 30 September 2025, these investments were valued at £26,638,000 (2024: £27,311,000).

3.4 Related parties

Related party transactions include Management, Secretarial, Accounting and Performance fees payable to the Manager, Gresham House Asset Management Ltd, as disclosed in notes 2.6 and 2.8, and fees paid to the Directors along with their shareholdings as disclosed in the Directors' Remuneration Report. In addition, the Manager operates a VCT Incentive Scheme and Parallel Investment Incentive Scheme, detailed in the Management retention section of the Strategic Report on page 30, whereby members of staff and portfolio consultants of the Manager are entitled to participate in all eligible unquoted investments alongside the Company.

During the year, Gresham House Asset Management Ltd received £219,000 (2024: £274,000) of advisory fees, £457,000 (2024: £397,000) of directors' fees for services provided to companies in the investment portfolio and incurred abort costs of £14,000 (2024: £11,000) with respect to investments attributable to BVT.

3.5 Segmental reporting

The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted or traded on AIM.

3.6 Post balance sheet events

The following events occurred between the balance sheet date and the signing of these financial statements:

The 31 October 2025 Net Asset Value of 51.87p was announced on 6 November 2025 and the 30 November 2025 Net Asset Value of 50.88p was announced on 4 December 2025. At the date of publishing this report, the Board is unaware of any matter that will have caused the Net Asset Value per share to have changed significantly since the latest Net Asset Value.
Completed four follow-on investments, into three unquoted companies and one quoted company, totalling £4.5 million.
Issued 9.3 million Ordinary Shares of 10.0p on 20 November 2025 at an average price of 53.5p per share.

Cash returns to shareholders since launch

The table below shows the cash and total returns to shareholders dependent on their subscription cost, including their income tax reclaimed on subscription.

Year subscribed	Cash invested (p)	Income tax reclaim (p)	Net cash invested (p)	Cumulative dividends paid# (p)	Return on cash invested since allotment (%)	Illustrative NAV (p)	Cash Return to shareholders since allotment (%)
1998 (Apr)	100.00	20.00	80.00	191.40	211.4%	49.87	261.3%
1999 (May)	102.00	20.40	81.60	187.90	204.2%	49.87	253.1%
2000 (Feb)	137.00	27.40	109.60	184.70	154.8%	49.87	191.2%
2000 (Mar)	130.00	26.00	104.00	184.70	162.1%	49.87	200.4%
2004 (Oct) – C shares	100.00	40.00	60.00	139.75	179.7%	49.87	229.6%
2009 (Apr)	91.60	27.48	64.12	123.50	164.8%	49.87	219.3%
2012 (Dec)	111.80	33.54	78.26	98.00	117.7%	49.87	162.3%
2014 (Mar)	103.80	31.14	72.66	80.50	107.6%	49.87	155.6%
2016 (Mar)	102.80	30.84	71.96	66.00	94.2%	49.87	142.7%
2017 (Oct)	94.76	28.43	66.33	48.00	80.7%	49.87	133.3%
2019 (Feb)	84.20	25.26	58.94	41.50	79.3%	49.87	138.5%
2019 (Nov)	76.80	23.04	53.76	34.00	74.3%	49.87	139.2%
2020 (Jan)	82.40	24.72	57.68	34.00	71.3%	49.87	131.8%
2020 (Feb)	80.10	24.03	56.07	30.50	68.1%	49.87	130.3%
2020 (Mar)	63.80	19.14	44.66	30.50	77.8%	49.87	156.0%
2020 (Nov)	75.20	22.56	52.64	27.50	66.6%	49.87	132.9%
2020 (Dec)	78.00	23.40	54.60	27.50	65.3%	49.87	129.2%
2021 (Jan)	81.30	24.39	56.91	27.50	63.8%	49.87	125.2%

04 Appendices - Cash returns to shareholders since launch

03 Financial Statements 04 Appendices 05 Information

					Return
Year subscribed	Cash invested (p)	Income tax reclaim (p)	Net cash invested (p)	Cumulative dividends paid# (p)	on cash invested since allotment (%)	Illustrative NAV (p)	Cash Return to shareholders since allotment (%)
2021 (Feb)	78.80	23.64	55.16	24.00	60.5%	49.87	123.7%
2021 (Mar)	80.90	24.27	56.63	24.00	59.7%	49.87	121.3%
2021 (Dec)	83.10	24.93	58.17	21.00	55.3%	49.87	115.3%
2022 (Jan)	82.40	24.72	57.68	21.00	55.5%	49.87	116.0%
2022 (Mar)	72.60	21.78	50.82	17.50	54.1%	49.87	122.8%
2023 (Jan)	64.25	19.28	44.98	14.50	52.6%	49.87	130.2%
2023 (Mar)	62.64	18.79	43.85	11.75	48.8%	49.87	128.4%
2023 (Apr)	60.26	18.08	42.18	11.75	49.5%	49.87	132.3%
2024 (Jan)	58.78	17.63	41.15	10.00	47.0%	49.87	131.9%
2024 (Feb)	58.29	17.49	40.80	7.50	42.9%	49.87	128.4%
2024 (Mar)	58.01	17.40	40.61	7.50	42.9%	49.87	128.9%
2025 (Feb)	53.13	15.94	37.19	3.75	37.1%	49.87	130.9%
2025 (Apr)	53.57	16.07	37.50	3.75	37.0%	49.87	130.1%
2025 (May)	51.09	15.33	35.76	3.75	37.3%	49.87	135.0%
2025 (June)	53.91	16.17	37.74	3.75	37.0%	49.87	129.5%

^# Includes proposed final dividend of 2.0p.

^‡ C Share dividend calculated using conversion ratio of 0.9657 which is the rate the C shares were converted into ordinary shares.

^* Cash invested is the average effective offer price. Shares were allotted pursuant to the 2024 & 2025 Offers at individual prices for each investor in accordance with the allotment formula as set out in each Offer's Securities Note.

Dividends paid since launch

		Ordinary share				Ordinary share
Year ended	Dividend history per ordinary share (p)	Cumulative dividends (p)	Average total dividend per ordinary share (p)	Year ended	Dividend history per ordinary share (p)	Cumulative dividends (p)	Average total dividend per ordinary share (p)
6mths to 30/09/1998	1.00	1.00	0.50	30/09/12	7.50	93.40	6.44
30/09/99	3.80	4.80	3.20	30/09/13	9.50	102.90	6.64
30/09/00	3.60	8.40	3.36	30/09/14	12.50	115.40	6.99
30/09/01	3.50	11.90	3.40	30/09/15	6.50	121.90	6.97
30/09/02	2.50	14.40	3.20	30/09/16	18.50	140.40	7.59
30/09/03	11.90	26.30	4.78	30/09/17	6.50	146.90	7.53
30/09/04	4.90	31.20	4.80	30/09/18	7.50	154.40	7.53
30/09/05	10.20	41.40	5.52	30/09/19	6.50	160.90	7.48
30/09/06	11.00	52.40	6.16	30/09/20	6.50	167.40	7.44
30/09/07	8.50	60.90	6.41	30/09/21	6.50	173.90	7.40
30/09/08	7.00	67.90	6.47	30/09/22	5.75	179.65	7.33
30/09/09	5.50	73.40	6.38	30/09/23	4.25	183.90	7.21
30/09/10	5.50	78.90	6.31	30/09/24	3.75	187.65	7.08
30/09/11	7.00	85.90	6.36	30/09/25*	3.75	191.40	6.96

^* Includes proposed final dividend of 2.0p.

Unclaimed Dividends

The Company's Registrar was holding £1.0m in unclaimed dividends as at 30 September 2025.

Under the terms of the Company's Articles of Association, any dividends unclaimed for a period of 12 years after having become due for payment shall, if the Board so resolves, be forfeited and shall cease to remain owing by the Company. Your Board would like to ensure shareholders receive dividends that are owing to them and I would like to remind shareholders that it is their responsibility to keep their address, and for those who receive their dividends by bank transfer, their bank account details, up to date by informing the Company's Registrar of any changes. Any shareholders who have not been able to claim their dividends are requested to contact the Company's Registrar on 01484 240 910 or by email at [email protected].

During the year, £0.3m of unclaimed dividends being the total amount over 12 years, was deemed forfeited and paid to the Company.

Annual dividend yield reconciliation	2025	2024	2023
Interim dividend	1.75p	1.75p	1.75p
Recommended final dividend	2.00p	2.00p	2.50p
Total dividend	3.75p	3.75p	4.25p
Opening NAV (after final dividend)	52.84p	52.94p	58.54p
Dividend yield	7.1%	7.1%	7.3%

Full investment portfolio

Company	Sector	Original book cost† £'000	Accounting book cost† £'000	30 September 2025 fair value £'000	30 September 2024 fair value £'000	% of net assets	% of equity held by Baronsmead Venture Trust plc	% of equity held by all funds#
Unquoted
Patchworks Integration Ltd	Technology	7,589	7,589	8,607	6,233	4.0	24.4	55.2
Airfinity Ltd	Healthcare & education	4,295	4,295	5,231	4,894	2.4	8.6	20.1
Popsa Holdings Ltd	Technology	3,120	3,120	3,120	3,120	1.4	3.4	8.1
Scurri Web Services Ltd	Technology	2,033	2,033	2,733	2,499	1.3	6.1	14.7
Clarilis Ltd	Technology	1,679	1,679	2,519	2,514	1.2	7.0	16.7
Huddl Mobility Ltd (trading as CitySwift)	Technology	949	949	2,229	982	1.0	3.4	17.4
Ozone Financial Technology Ltd	Technology	1,867	1,867	2,151	2,397	1.0	2.3	11.8
Fu3e Limited	Technology	1,680	1,680	2,116	1,981	1.0	12.0	28.5
Huma Therapeutics Ltd	Healthcare & education	2,578	2,578	2,000	2,324	0.9	0.4	0.8
Pointr Ltd	Technology	466	466	1,977	1,116	0.9	2.4	5.2
Metrion Bioscience Ltd	Healthcare & education	1,543	1,543	1,861	1,773	0.9	11.1	26.8
Nu Quantum Ltd	Technology	1,625	1,625	1,625	–	0.7	1.2	6.5
SciLeads Ltd	Technology	1,361	1,361	1,458	942	0.7	3.7	29.4
Revlifter Ltd	Technology	1,606	1,606	1,324	834	0.6	17.7	37.4
Counting Ltd	Business services	1,527	1,527	1,319	1,410	0.6	3.5	8.5
SecureCloud+ Ltd	Technology	1,170	1,170	1,311	1,495	0.6	7.9	16.8
Gentianes Solutions Ltd (trading as Much Better Adventures)	Consumer markets	1,223	1,223	1,223	–	0.6	4.3	20.0
OnSecurity Technology Ltd	Technology	1,210	1,210	1,156	1,642	0.5	3.9	20.0
Proximity Insight Holdings Ltd	Technology	1,148	1,148	1,148	860	0.5	4.1	20.4
Cognassist UK Limited	Healthcare & education	896	896	1,089	1,008	0.5	4.4	22.2
Lads Store Ltd (trading as Bidnamic)	Technology	949	949	944	944	0.4	1.9	9.1
Orri Ltd	Healthcare & education	1,925	1,925	890	1,572	0.4	14.3	63.5
Modo25 Ltd (trading as AskBosco)	Business services	836	836	860	–	0.4	6.1	33.0
Spinners Group Ltd	Consumer markets	836	836	836	–	0.4	4.6	25.0

04 Appendices - Full investment portfolio

03 Financial Statements 04 Appendices 05 Information

	4

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- 6
- 4	-



	1
	•

Company	Sector	Original book cost† £'000	Accounting book cost† £'000	30 September 2025 fair value £'000	30 September 2024 fair value £'000	% of net assets	% of equity held by Baronsmead Venture Trust plc	% of equity held by all funds#
Unquoted (continued)
Branchspace Ltd	Technology	879	879	789	912	0.4	4.9	25.5
Mobility Mojo (UK) Ltd	Technology	459	459	734	–	0.3	4.0	18.4
Focal Point Positioning Ltd	Technology	1,221	1,221	611	849	0.3	1.2	6.2
Penfold Technology Ltd	Technology	415	415	441	–	0.2	0.7	3.5
IWP Holdings Ltd	Business services	1,407	1,407	352	352	0.2	3.5	8.5
Connect Earth Ltd	Business services	447	447	336	336	0.2	2.1	10.5
TravelLocal Ltd	Consumer markets	1,879	1,879	186	1,878	0.1	4.5	10.2
Rockfish Group Ltd	Consumer markets	875	875	104	226	–	5.4	11.6
Inlights.IO Ltd (formerly Yappy Ltd)	Consumer markets	2,103	2,103	61	120	–	15.6	33.3
Custom Materials Ltd	Technology	2,530	2,530	–	–	–	12.4	27.8
Tribe Digital Holdings Ltd	Technology	1,198	1,198	–	–	–	5.4	11.5
Dayrize B.V.	Technology	917	917	–	229	–	5.9	31.3
Equipsme (Holdings) Ltd	Business services	842	842	–	–	–	5.7	12.7
Knight Recruitment Group Ltd	Business services	705	705	–	–	–	9.8	23.8
Munnypot Ltd	Technology	460	460	–	–	–	0.9	2.1
		60,448	60,448	53,341		24.6
Delisted (previously AIM)
Scholium Group plc	Consumer markets	900	626	396	288	0.2	6.6	14.7
Fulcrum Utility Services Ltd	Technology	102	100	1	–	–	0.1	1.0
Crossword Cybersecurity plc	Technology	960	960	–	1,228	–	0.0	0.0
I-nexus Global plc	Technology	563	562	–	21	–	2.4	5.4
LoopUp Group plc	Technology	504	504	–	–	–	0.2	0.5
Merit Group plc	Technology	2,022	2,546	–	622	–	4.1	10.2
MXC Capital Ltd	Business Services	145	169	–	–	–	0.2	0.4
		5,196	5,467	397	–	0.2
Total unquoted		65,644	65,915	53,738		24.8

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04 Appendices - Full investment portfolio

03 Financial Statements 04 Appendices 05 Information

4	9

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9
а

Л
	V	7

Company	Sector	Original book cost† £'000	Accounting book cost† £'000	30 September 2025 fair value £'000	30 September 2024 fair value £'000	% of net assets	% of equity held by Baronsmead Venture Trust plc	% of equity held by all funds#
AIM
Cerillion plc	Technology	879	879	17,359	20,639	8.0	3.9	9.5
Netcall plc	Technology	1,738	3,246	12,082	8,616	5.6	5.9	24.1
Property Franchise Group plc	Consumer markets	1,438	1,477	7,002	4,925	3.2	1.9	13.2
IDOX plc	Technology	614	614	3,574	3,881	1.6	1.4	6.0
Diaceutics plc	Healthcare & education	1,410	1,410	3,024	2,449	1.4	2.2	17.9
IntelliAM AI plc	Technology	2,118	2,118	2,365	1,802	1.1	11.8	23.5
Bioventix plc	Healthcare & education	253	669	2,313	3,662	1.1	1.8	12.2
Anpario plc	Healthcare & education	304	768	2,156	1,474	1.0	2.1	6.8
PCI-PAL plc	Technology	1,297	1,297	1,784	1,670	0.8	4.9	10.9
Beeks Financial Cloud Group plc	Technology	337	337	1,458	1,647	0.7	1.0	2.2
Oberon Investments Group plc	Business services	1,518	1,518	1,347	939	0.6	4.4	9.4
Begbies Traynor Group plc	Business services	433	474	1,258	1,063	0.6	0.7	3.8
Skillcast Group plc	Healthcare & education	754	754	1,223	917	0.6	2.3	4.7
IXICO plc	Healthcare & education	1,148	1,148	961	217	0.4	8.0	17.7
Vianet Group plc	Business services	1,292	1,144	715	1,305	0.3	3.6	17.7
Tan Delta Systems plc	Business services	918	918	671	883	0.3	4.8	9.8
Eden Research plc	Business services	1,857	1,857	619	928	0.3	4.5	9.9
SEEEN plc‡	Technology	1,451	1,451	553	332	0.2	6.2	12.9
Pulsar Group plc	Business services	586	586	532	849	0.2	1.1	6.1
Earnz plc	Business services	702	702	487	674	0.2	7.0	26.5
hVIVO plc	Healthcare & education	1,180	1,245	453	1,660	0.2	0.9	1.9
Everyman Media Group plc	Consumer markets	782	825	387	528	0.2	1.0	9.6
One Media iP Group plc	Technology	825	778	377	431	0.2	4.8	10.8
Diales plc	Business services	1,126	1,306	349	546	0.2	4.2	20.3
SysGroup plc	Technology	1,292	1,310	331	684	0.2	2.5	26.1
Staffline Group plc	Business services	174	4,614	276	202	0.1	0.5	3.7
KRM22 plc	Technology	450	450	180	144	0.1	1.2	2.8

About Baronsmead Venture Trust plc

01 Strategic report 02 Directors' report

04 Appendices - Full investment portfolio

03 Financial Statements 04 Appendices 05 Information

Company	Sector	Original book cost† £'000	Accounting book cost† £'000	30 September 2025 fair value £'000	30 September 2024 fair value £'000	% of net assets	% of equity held by Baronsmead Venture Trust plc	% of equity held by all funds#
AIM (continued)
TPXimpact Holdings plc	Technology	585	585	134	261	0.1	0.9	1.8
Fusion Antibodies plc	Healthcare & education	540	540	111	27	0.1	0.6	1.3
Crimson Tide plc	Technology	592	592	110	247	0.1	3.0	6.4
Poolbeg Pharma plc	Healthcare & education	44	44	69	188	–	0.3	0.6
Rosslyn Data Technologies plc	Technology	1,151	1,151	17	53	–	0.6	1.4
Aptamer Group plc	Healthcare & education	2,206	2,206	13	4	–	0.1	0.1
Bow Street Group plc (formerly Tasty plc)	Consumer markets	1,188	2,832	13	31	–	0.1	11.5
Zoo Digital Group plc	Technology	788	442	12	35	–	0.1	0.2
CloudCoco Group plc	Technology	438	338	5	3	–	0.4	0.8
RUA Life Sciences plc	Healthcare & education	509	289	3	4	–	–	0.0
Total AIM		34,917	42,914	64,323		29.7

Collective investment vehicles
WS Gresham House UK Micro Cap Fund		7,333	12,733	33,914	30,960	15.6
WS Gresham House UK Smaller Companies Fund		15,806	15,806	17,781	24,072	8.2
WS Gresham House UK Multi Cap Income Fund		12,369	12,369	13,778	13,463	6.4
BlackRock Sterling Liquidity Fund		8,705	8,705	8,705	8,853	4.0
Goldman sachs Sterling Liquidity Fund		8,705	8,705	8,705	8,853	4.0
JPMorgan Sterling Liquidity Fund		8,705	8,705	8,705	8,853	4.0
Strategic Equity Capital plc		5,017	5,017	4,766	–	2.2
Total collective investment vehicles		66,640	72,040	96,354		44.4
Total investments		167,201	180,869	214,415		98.9
Net current assets				2,294		1.1
Net assets				216,709		100

^† The original book cost column provides the combined cost of investments made by BVCT & BVCT2 prior to the merger of the two VCTs to become BVT. This is included for information purposes for shareholders reviewing the portfolio.

The accounting cost column ties into the investment note on page 77 of these accounts. For investments owned before the assets of BVCT were acquired by BVCT2 the accounting book cost is the sum of the original cost of the investment held in BVCT2 and the market value of the investment in BVCT at the date of the merger.

^# All funds managed by Gresham House Asset Management Ltd.

^‡ Includes unquoted convertible loan note; Cost £148,000, Fair Value £167,000. Since the year end, the Company has delisted from AIM and entered in to Administration.

03 Financial Statements 04 Appendices 05 Information

Glossary

AIM	The Alternative Investment Market, a sub-market of the London Stock Exchange, designed to help smaller companies access capital from the public market.
Alternative Performance Measure ("APM")	A position, or cash flows, other than a financial measure defined or specified in the Company's financial reporting framework. These APMs tend to be industry specific terms which help Shareholders to understand and assess the Company's progress
Annual Dividend Yield	The ratio of dividend paid/declared for the financial year divided by the opening Net Asset Value per share.
BVT	Baronsmead Venture Trust plc
Book Cost (Original)	Total acquisition value, including transaction costs, less the value of any disposals or capitalised distributions allocated on a weighted average cost basis.
Book Cost (Accounting)	The original book cost of an asset, rebased to the value at which it was used in a subsequent transaction, such as a transfer between entities.
Collective Investment Vehicles	An entity which allows investors to pool their money, investing the pooled funds on their behalf.
Direct Investments	Investments held by Baronsmead Venture Trust plc only. Does not include investments held by Micro Cap, Multi Cap Income or Small Cap.
Discount/Premium	If the share price is lower than the Net Asset Value per share, it is said to be trading at a discount. The size of the Company's discount is calculated by subtracting the share price from the Net Asset Value per share and is usually expressed as a percentage of the Net Asset Value per share. If the share price is higher than the NAV per share, it is called a premium.
EBITDA	Earnings before Interest, Tax, Depreciation and Amortisation – a proxy for the cash flow generated by a business, most commonly used for businesses that do not (yet) generate operating or shareholder profits.

IFA	Independent Financial Advisors, professionals who offer independent advice to their clients and recommend suitable financial products.
Key Performance Indicators ("KPIs")	A measurable value that demonstrates how effectively the Company is achieving core business objectives.
Net Asset Value ("NAV")	The total value of all the Company's assets, at current market value, having deducted all liabilities at their carrying value.
NAV per share	Total Net Asset Value divided by the number of shares.
NAV total return	A measure showing how the Net Asset Value has performed over a period of time, taking into account both capital returns and dividends paid to shareholders, assuming that dividends paid were reinvested at the Net Asset Value of the Company at the time the shares were quoted ex-dividend.
Return on Cash Invested to shareholders	The amount of cash returned to shareholders through income tax reclaimed, and cumulative dividends paid, expressed as a percentage of the initial investment.
Shares Held in Treasury	Shares in the Company repurchased by itself, reducing the number of freely traded shares.
SME	Small and medium-sized entities. These are independent companies which meet two of the three recognition criteria for small or medium companies according to EU Legislation.
Total Assets	All assets, both current and non-current. An asset is an economic resource owned by an entity that can lead to an increase in economic value.
VCT Value	The value of an investment when acquired, rebased if the holding is added to or any payment is made which causes an increase or decrease in its value.
WS Gresham House Equity Funds	Includes WS Gresham House UK Micro Cap Fund ("Micro Cap"), WS Gresham House UK Multi Cap Income Fund ("Multi Cap") and WS Gresham House UK Smaller Companies Fund ("Small Cap").
80 per cent test	Ensuring that the Company meets the requirement to hold 80 per cent of its investments in qualifying holdings.

Shareholder information and contact details

Warning to Shareholders

Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from "brokers" based overseas who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount, or offers for free company reports.

Please note that it is very unlikely that either the Company or the Company's Registrar, The City Partnership (UK) Ltd, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment "advice".

If you are in any doubt about the veracity of an unsolicited phone call, please call either the Company or the Registrar at the numbers provided below.

Protect Yourself

If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money or share certificates:

1 Get the name of the person and organisation contacting you.
2 Check the FCA Register at www.fca.org.uk/register to ensure they are authorised.
3 Use the details on the FCA Register to contact the firm.
4 Call the FCA Consumer Helpline on 0800 111 6768 (freephone) from 8.00am to 6.00pm, Monday to Friday (except public holidays) and 9.00am to 1.00pm, Saturday (from abroad call +44 20 7066 1000) if there are no contact details on the Register or you are told they are out of date.
5 Search the FCA's list of unauthorised firms and individuals to avoid doing business with them.
6 REMEMBER: if it sounds too good to be true, it probably is!

If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service (https://www.financial-ombudsman.org.uk/) or Financial Services Compensation Scheme (https://www.fscs.org.uk/) if things go wrong.

Report a Scam

If you are approached about a share scam, you should tell the FCA using the Share Fraud Reporting Form (www.fca.org.uk/consumers/report-scam-unauthorised firm), where you can find out about the latest investment scams.

You can also call the FCA Consumer Helpline on 0800 111 6768.

If you have already paid money (or otherwise dealt with share fraudsters), you should contact ActionFraud on 0300 123 2040 or use the ActionFraud (https://www.actionfraudalert.co.uk/) Online Reporting Tool.

More detailed information on this or similar activity can be found on the FCA web site.

Shareholder account queries

The Registrar for Baronsmead Venture Trust plc is The City Partnership (UK) Limited ("City").

The Registrar will deal with all of your queries with regard to your shareholder account, such as:

Change of address
Latest Net Asset Value
Your current shareholding balance
Your payment history including any outstanding payments and reissue requests
Your payment options (cheque, direct payment to your bank/building society account, reinvestment)
Paper or electronic communications
Request replacement share certificates (for which there may be additional administrative and other charges)

03 Financial Statements 04 Appendices 05 Information

01 Strategic report 02 Directors' report

05 Information - Shareholder information and contact details

You can contact City with your queries in several ways:

On-line:	Investor Hub https://gresham-house vcts.cityhub.uk.com	ƒ City's secure website, Investor Hub, allows you to manage your own shareholding online.
		ƒ You will need to register to use this service on the Investor Hub.
		ƒ You should have your Access Token to hand, which is available on the Change in Registrar letter, any recently issued share certificates and the quarterly DRIP statement (if applicable) which you should always keep confidential for security reasons.
Telephone:	01484 240 910	ƒ Lines are open 9.00am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.
		ƒ Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate.
Email:	[email protected]
Post:	The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH

Share price

The Company's ordinary shares are listed on the London Stock Exchange (LSE). The LSE code for the Company is "BVT". Share price information can be obtained from the link on the Company's website and many financial websites.

Calendar

Investment policy and objective

February 2026 Quarterly factsheet to 31 December 2025. 27 February 2026 FY25 final dividend record date. 19 March 2026 Annual General Meeting. 24 March 2026 FY25 final dividend payment, subject to shareholder approval at the AGM on 19 March 2026. May/June 2026 Announcement and posting of interim report for the six months to 31 March 2026. August 2026 Quarterly factsheet to 30 June 2026. December 2026 Announcement and posting of final results for year to

30 September 2026.

Additional information

The information provided in this report has been produced in order for shareholders to be informed of the activities of the Company during the period it covers. Gresham House Asset Management Limited does not give investment advice and the naming of companies in this report is not a recommendation to deal in them.

Baronsmead Venture Trust plc is managed by Gresham House Asset Management Limited which is authorised and regulated by the FCA. Past performance is not necessarily a guide to future performance. Stock markets and currency movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and the income from, the investment.

Secondary market in the shares of Baronsmead Venture Trust plc

The Company's shares can be bought and sold in the same way as any other quoted company on the London Stock Exchange through a stockbroker.

The Company is unable to buy back shares direct from Shareholders, so you will need to use a stockbroker to sell your shares. If you do not have a broker already, the following link may be useful to help you identify a suitable broker: London Stock Exchange – Find a Broker. You can check that they are FCA registered on the FCA website at: https://www.fca.org.uk/firms/financial-services-register .

To support this process, Redmayne Bentley LLP, an FCA authorised stockbroker, are able to facilitate the buyback process through a dedicated online form which shareholders can use to initiate a sale of their shares back to the VCT. Use of this service is entirely optional. Investors may instead choose to sell their shares through their existing stockbroker or any other FCA-authorised firm, including execution-only platforms.

Further details, including the Company's share buyback policy, can be found on the Baronsmead VCTs website at www.baronsmeadvcts.co.uk under "Want to sell back your shares?".

Qualifying investors* who invest in the existing shares of the Company can benefit from:

Tax free dividends;
Realised gains are not subject to capital gains tax (although any realised losses are not allowable);
No minimum holding period; and
No need to include VCT dividends in annual tax returns.

The UK tax treatment of VCTs is on a first in first out basis and therefore tax advice should be obtained before shareholders dispose of their shares and also if they deferred a capital gain in respect of new shares acquired prior to 6 April 2004.

* UK income tax payers, aged 18 or over, who acquire no more than £200,000 worth of VCT shares in a tax year.

Corporate information

Directors

Fiona Miller Smith (Chair)‡ Michael Probin**† David Melvin* Mandeep Singh

Secretary

Gresham House Asset Management Ltd

Registered Office

5 New Street Square London EC4A 3TW

Manager

Gresham House Asset Management Limited 5 New Street Square London EC4A 3TW Tel: 020 3837 6270

Registered Number

03504214

Registrars and Transfer Office

The City Partnership (UK) Ltd The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Tel: 01484 240 910

Brokers

Panmure Liberum Ropemaker Place Level 12, 25 Ropemaker Street London EC2Y 9LY Tel: 020 3100 2000

Auditor

BDO LLP 55 Baker Street London W1U 7EU

Solicitors

Howard Kennedy LLP 1 London Bridge London SE1 9BG

VCT Status Adviser

PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH

Contact the Chair

[email protected]

Website

www.baronsmeadvcts.co.uk

‡ Chair of the Nomination Committee
† Senior Independent Director
* Chair of the Audit & Risk Committee
** Chair of the Management Engagement & Remuneration Committee

AI Terminal

BARONSMEAD VENTURE TRUST PLC

4775_10-k_2025-12-23_933731f1-03e6-4ca1-aeae-076572fb698a.pdf

Baronsmead Venture Trust plc

2026 Baronsmead Shareholder event & Annual General Meetings (AGM)

Thursday 19 March 2026 Saddlers' Hall EC2V 6BR

Contents

01 Strategic report

Example investments

Patchworks (unquoted)

Diaceutics (quoted)

Huddl Mobility Ltd (trading as CitySwift) (unquoted)

Netcall (quoted)

Investment policy and objective

Investment policy

Investment securities

Liquidity

Investment style

Co-investment

Borrowing powers

Investment objective

Dividend policy

About Baronsmead Venture Trust plc

Key elements of the business model

Access to an attractive, diverse portfolio

The Manager's approach to investing

The Manager as an influential shareholder

Performance summary

NAV and cumulative dividends per share*

Total net assets

Cash Returned to Shareholders

Listening to shareholders

Budget

Results

01 Strategic report - Chair's statement

Portfolio Review

Investments and Divestments

Dividends

Principal Risks and Uncertainties

FCA regulations – Private Markets Valuation Practices review

Autumn Budget 2025

Fundraising & Share price discount management

Fundraising

Share price discount and buy back policies

Annual General Meeting ("AGM")

01 Strategic report - Chair's statement

Outlook

Fiona Miller Smith

Case Study: Realisation of Panthera Biopartners Limited

Manager's review

Portfolio review

Overview

Investment activity – Unquoted and Quoted

01 Strategic report 02 Directors' report

01 Strategic report - Manager's review

Unquoted Portfolio

Performance

01 Strategic report - Manager's review

Divestments

Quoted Portfolio (AIM-traded investments)

Performance

Divestments

Collective investment vehicles

Liquid assets (cash and near cash)

Budget

Outlook

Gresham House Asset Management Ltd

01 Strategic report - Investments in the year

Ten largest investments

Cerillion plc London Quoted www.cerillion.com

Baronsmead Venture Trust only

Year ended 30 September

Netcall plc Bedfordshire

Baronsmead Venture Trust only

Year ended 30 June

Patchworks Integration Ltd London Unquoted www.wearepatchworks.com

Baronsmead Venture Trust only

Year ended 30 June

The Property Franchise Group plc

All funds managed by Gresham House